SEC Comment Letter 0000000000-23-010181 to WESTAMERICA BANCORPORATION (WABC) (CIK 0000311094) (WABC)
WESTAMERICA BANCORPORATION (WABC) (CIK 0000311094)
Date: Sept. 14, 2023 · CIK: 0000311094 · Accession: 0000000000-23-010181
AI Filing Summary & Sentiment
File numbers found in text: 001-09383
Letter
United States securities and exchange commission logo September 14, 2023 David Payne Chief Executive Officer Westamerica Bancorporation 1108 Fifth Avenue San Rafael, California 94901 Re:Westamerica Bancorporation Definitive Proxy Statement on Schedule 14A Filed March 17, 2023 File No. 001-09383 Dear David Payne: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed March 17, 2023 Pay versus Performance, page 26 1.Refer to the reconciliation tables in the footnotes to your pay versus performance table. It is unclear what amounts are reflected in the rows titled "Year over year change in fair value of outstanding and unvested equity awards" and "Year over year change of equity awards granted in prior years that vested in the year." Specifically, equity awards granted in prior years that remain unvested or that vest during the relevant year should be valued as the difference between the fair value as of the end of the prior fiscal year and the end of the fiscal year or the vesting date, not the "year over year" change in value. Please ensure that your table headings reflect accurately the amounts used to calculate compensation actually paid. Refer to Item 402(v)(2)(C)(iv) of Regulation S-K. 2.It appears that you have failed to provide the relationship disclosures required by Regulation S-K Item 402(v)(5). Please provide this required disclosure in its entirety. Although you may provide this information graphically, narratively, or a combination of the two, this disclosure must be separate from the pay versus performance table required by Regulation S-K Item 402(v)(1) and must provide a clear description of each separate relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not sufficient to state that no relationship exists, even if a particular measure is not used in setting compensation.
FirstName LastNameDavid Payne Comapany NameWestamerica Bancorporation September 14, 2023 Page 2 FirstName LastName David Payne Westamerica Bancorporation September 14, 2023 Page 2 3.We note that you have included "Return on Equity" in your pay versus performance table as your Company-Selected Measure pursuant to Regulation S-K Item 402(v)(2)(vi), but you have included "Return on Average Equity" in the Tabular List provided pursuant to Regulation S-K Item 402(v)(6). Please ensure your Company-Selected Measure is described correctly and included in the Tabular List. Please contact Jane Park at 202-551-7439 or Jennifer Zepralka at 202-551-2243 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
September 14, 2023
David Payne
Chief Executive Officer
Westamerica Bancorporation
1108 Fifth Avenue
San Rafael, California 94901
Re:Westamerica Bancorporation
Definitive Proxy Statement on Schedule 14A
Filed March 17, 2023
File No. 001-09383
Dear David Payne:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed March 17, 2023
Pay versus Performance, page 26
1.Refer to the reconciliation tables in the footnotes to your pay versus performance table. It
is unclear what amounts are reflected in the rows titled "Year over year change in fair
value of outstanding and unvested equity awards" and "Year over year change of equity
awards granted in prior years that vested in the year." Specifically, equity awards granted
in prior years that remain unvested or that vest during the relevant year should be valued
as the difference between the fair value as of the end of the prior fiscal year and the end of
the fiscal year or the vesting date, not the "year over year" change in value. Please ensure
that your table headings reflect accurately the amounts used to calculate compensation
actually paid. Refer to Item 402(v)(2)(C)(iv) of Regulation S-K.
2.It appears that you have failed to provide the relationship disclosures required by
Regulation S-K Item 402(v)(5). Please provide this required disclosure in its entirety.
Although you may provide this information graphically, narratively, or a combination of
the two, this disclosure must be separate from the pay versus performance table required
by Regulation S-K Item 402(v)(1) and must provide a clear description of each separate
relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not
sufficient to state that no relationship exists, even if a particular measure is not used in
setting compensation.
FirstName LastNameDavid Payne
Comapany NameWestamerica Bancorporation
September 14, 2023 Page 2
FirstName LastName
David Payne
Westamerica Bancorporation
September 14, 2023
Page 2
3.We note that you have included "Return on Equity" in your pay versus performance table
as your Company-Selected Measure pursuant to Regulation S-K Item 402(v)(2)(vi), but
you have included "Return on Average Equity" in the Tabular List provided pursuant to
Regulation S-K Item 402(v)(6). Please ensure your Company-Selected Measure is
described correctly and included in the Tabular List.
Please contact Jane Park at 202-551-7439 or Jennifer Zepralka at 202-551-2243 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program