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): December 16, 2016

 

 

 

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))

 

 

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On December 15, 2016, the Board of Directors of Westamerica Bancorporation (the “Company”) approved and adopted an amendment (the “Amendment”) to its Bylaws of the Company amending Article III, Section 3.03 to provide for majority voting in uncontested election of directors. The Amendment became effective immediately on its adoption. The Amended Bylaws of the Company are otherwise unchanged. The full text of the Amended and Restated Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

 

 

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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:  December 16, 2016       By:     /s/ John “Robert” Thorson
            John “Robert” Thorson
            Senior Vice President and Chief Financial Officer

 

 

 

 

 

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Exhibit Index

 

     
Exhibit 3.2   Amended and Restated Bylaws of Westamerica Bancorporation dated December 15, 2016.

 

 

 

 

 

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