UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 2, 2023
Westamerica Bancorporation
(Exact name of registrant as specified in its charter)
| California | | 001-09383 | | 94-2156203 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification Number) |
| | |
1108 Fifth Avenue San Rafael, California | | 94901 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (707) 863-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, no par value | WABC | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act. ☐
Section 5 – Corporate Governance and Management
| Item 5.02. | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b) Retirement of Member of Board of Directors
Effective June 1, 2023, Catherine Cope MacMillan retired from Westamerica Bancorporation’s (the Company) Board of Directors. Ms. MacMillan served as a member of the Loan and Investment Committee, Employee Benefits and Compensation Committee, Audit Committee, and Westamerica Bank’s Board of Directors. She served on the Company’s Board since 1985. Ms. MacMillan did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | WESTAMERICA BANCORPORATION |
| | (Registrant) |
| | | |
| Date: June 2, 2023 | By: | | /s/ John “Robert” Thorson |
| | | | John “Robert” Thorson |
| | | | Senior Vice President and Chief Financial Officer |
