Westamerica Bancorporation (WABC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 24, 2025, to elect eight directors, approve executive compensation, adopt a new equity incentive plan, and ratify the independent auditor.

• Shareholders of record as of March 5, 2025, are eligible to vote; voting can be done online, by phone, mail, or in person.

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

Voting matters and shareholder proposals

• Proposals include: election of eight directors, advisory vote on executive compensation, approval of the 2025 Omnibus Equity Incentive Plan, and ratification of Crowe LLP as independent auditor.

• Board recommends voting FOR all proposals.

• No shareholder proposals were submitted for this meeting.

Board of directors and corporate governance

• Board consists of eight nominees, seven of whom are independent under NASDAQ rules.

• Combined Chairman and CEO role, with a Lead Independent Director to ensure strong oversight.

• Board committees include Audit, Compensation, Nominating, Compliance, Executive, and Loan & Investment.

• Directors bring expertise in finance, banking, real estate, healthcare, and nonprofit leadership.

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