Westamerica Bancorporation (WABC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 23, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Shareholders of record as of March 4, 2026, are eligible to vote; 24,189,404 shares outstanding.

• Voting can be done online, by phone, mail, or in person, with detailed instructions provided.

Voting matters and shareholder proposals

• Shareholders will elect eight directors, approve a non-binding advisory vote on executive compensation, and ratify the selection of Crowe LLP as independent auditor.

• No shareholder proposals were submitted for this meeting.

• Shareholder proposal and nomination guidelines are detailed, including deadlines and required information.

Board of directors and corporate governance

• Eight nominees, all current directors, are up for election; seven are independent per NASDAQ rules.

• Board leadership combines Chairman and CEO roles, with an independent Lead Director providing oversight.

• Board committees include Audit, Compensation, Nominating, Compliance, Executive, and Loan & Investment, all with independent chairs except Executive and Compliance.

• Directors bring diverse expertise in finance, real estate, healthcare, and business strategy.

• Annual board evaluations and regular independent director sessions are conducted.