Westamerica Bancorporation

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors to serve until the 2027 Annual Meeting of Shareholders.

2. 2

   Approve a non-binding advisory vote on the compensation of our named executive officers

   ManagementBoard: FOR

   Non-binding advisory 'say-on-pay' vote to approve the compensation of the named executive officers as disclosed in the proxy statement (CD&A, compensation tables and related disclosure).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to reaffirm its compensation program that it describes as pay‑for‑performance, comprised of limited base salaries and incentive compensation in the form of annual cash bonuses and long‑term equity awards (restricted performance shares (RPS) and nonqualified stock options (NQSOs)). The proxy explains that RPS vesting is contingent on multi-year performance metrics (EPS, ROA, ROE differential, non‑performing assets and efficiency ratio), awards generally vest over three years, and compensation decisions are overseen by an independent Compensation Committee. The filing highlights program safeguards including a clawback policy, limits on option repricing, and diversified performance metrics intended to avoid excessive risk‑taking. Management points to historical shareholder support (99% support last year) and explains the vote is advisory and non‑binding, but that the Compensation Committee will consider the outcome when setting future pay. The Board recommends FOR because it believes the mix of incentives aligns executives with long‑term shareholder interests and prudent risk management. From a governance perspective, investors should weigh the program’s apparent alignment features, the presence of independent committee oversight, and whether disclosure demonstrates that performance targets and outcomes are appropriately calibrated. The advisory nature means even if approved, shareholders have limited direct remediation avenues other than engaging with the Board and voting on directors and future advisory proposals.

3. 3

   Ratify selection of independent auditor

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Crowe LLP as Westamerica Bancorporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Westamerica Bancorporation 2026 annual meeting?

Westamerica Bancorporation (WABC) holds its 2026 annual shareholder meeting on Thursday, April 23, 2026.

What is the record date for the Westamerica Bancorporation 2026 meeting?

The record date for the Westamerica Bancorporation 2026 meeting is Wednesday, March 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Westamerica Bancorporation's 2026 meeting?

The board is presenting 8 director nominees at the Westamerica Bancorporation 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Westamerica Bancorporation 2026 meeting?

Shareholders will vote on 3 proposals at the Westamerica Bancorporation 2026 meeting, each tagged with who proposed it and the board's recommendation.