What changed in this filing

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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-03-01 · 78 added, 46 removed, 130 unchanged (49% of the section changed)

22 unchanged sentences

and Subsidiary

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

Not applicable.

West Bancorporation, Inc.

and Subsidiary

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information for directors and executive officers as required pursuant to Item 401 of Regulation S-K can be found under the captions “Proposal 1.

Election of Directors” and “Governance and Board of Directors—Executive Officers of the Company” in the Company’s definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 1, 2021, and is incorporated herein by reference.

Election of Directors” and “Governance and Board of Directors—Executive Officers of the Company” in the Company’s definitive Proxy Statement on Form DEF 14A, which will be filed with the SEC on or before March 10, 2022, and is incorporated herein by reference.

Code of Ethics

The Company has adopted a Code of Conduct that applies to all directors, officers and employees, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.

A copy of the Code of Conduct is available at the Investor Relations, Overview, Corporate Governance section of the Company’s website at www.westbankstrong.com, and the Company intends to satisfy its disclosure requirement by this reference.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any amendment to or waiver of the Code of Conduct with respect to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and persons performing similar functions, by posting such information on our website.

We have a Code of Conduct in place that applies to all of our directors, officers and employees.

The Code of Conduct sets forth the standard of ethics that we expect all of our directors, officers and employees to follow, including our Chief Executive Officer and Chief Financial Officer.

The Code of Conduct may be viewed on the Company’s website (www.westbankstrong.com) under Investor Relations — Overview — Corporate Governance.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any amendment to or waiver of the Code of Conduct with respect to our Chief Executive Officer and Chief Financial Officer, and persons performing similar functions, by posting such information on our website.

Stockholder Recommendations for Nominees to the Board of Directors

The information required pursuant to Item 407(c)(3) of Regulation S-K can be found under the caption “General Matters—2022 Stockholder Proposals” in the Company’s definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 1, 2021, and is incorporated herein by reference.

The information required pursuant to Item 407(c)(3) of Regulation S-K can be found under the caption “General Matters—2023 Stockholder Proposals” in the Company’s definitive Proxy Statement on Form DEF 14A, which will be filed with the SEC on or before March 10, 2022, and is incorporated herein by reference.

Identification of Audit Committee and Audit Committee Financial Expert

The Company has a standing Audit Committee that consists of Steven T.

Schuler, Chair, David R.

Milligan, James W.

Schuler, Chair, James W.

Noyce and Therese M.

4 unchanged sentences

EXECUTIVE COMPENSATION

The information required pursuant to Item 402 and Item 407(e)(4) of Regulation S-K can be found under the captions “Governance and Board of Directors— Director Compensation” and “Executive Compensation” in the Company’s definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 1, 2021, and is incorporated herein by reference.

The information required pursuant to Item 402 and Item 407(e)(4) of Regulation S-K can be found under the captions “Governance and Board of Directors— Director Compensation” and “Executive Compensation” in the Company’s definitive Proxy Statement on Form DEF 14A, which will be filed with the SEC on or before March 10, 2022, and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required pursuant to Item 201(d) of Regulation S-K can be found under the captions Proposal 3.

Approve the West Bancorporation, Inc.

2021 Equity Incentive Plan” in the Company’s definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 1, 2021, and is incorporated herein by reference

The information required pursuant to Item 403 of Regulation S-K can be found under the captions “Governance and Board of Directors—Security Ownership of Certain Beneficial Owners and Executive Officers,” “Governance and Board of Directors—Other Beneficial Owners” and “Governance and Board of Directors—Change in Control Agreements” in the Company’s definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 1, 2021, and is incorporated herein by reference.

Effective as of the 2021 annual meeting of stockholders, the West Bancorporation, Inc.

2021 Equity Incentive Plan (2021 Plan) was adopted by the Board of Directors and approved by our stockholders.

The prior 2017 Equity Incentive Plan (2017 Plan) was frozen with respect to future grants upon approval of the 2021 Plan.

At the time the 2017 Plan was frozen, 196,535 shares had not been issued under the original authorization for that plan.

Awards outstanding under the 2017 Plan will remain subject to the 2017 Plan as long as they remain outstanding.

Under the terms of the 2021 Plan, the Company may grant a total of 625,000 shares of the Company’s common stock as nonqualified and incentive stock options, stock appreciation rights and stock awards.

All employees and directors of the Company and its subsidiary are eligible to become participants in the 2021 Plan.

Additional information regarding our equity incentive plans is presented in “Note 13.

Stock Compensation Plans” in the notes to the consolidated financial statements pursuant to Item 8.

The following table sets forth information regarding outstanding restricted stock units and shares available for future issuance under these plans as of December 31, 2021.

West Bancorporation, Inc.

and Subsidiary

Plan Category Number of shares to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (c)

Equity compensation plans approved by stockholders (1)

408,800 — 612,000 ` (2)

Equity compensation plans not approved by stockholders — — —

Total 408,800 — 612,000

(1) Includes the West Bancorporation, Inc.

2017 Equity Incentive Plan approved by stockholders on April 27, 2017, and the West Bancorporation, Inc.

2021 Equity Incentive Plan approved by stockholders on April 29, 2021.

(2) Reflects the number of shares available for issuance under the West Bancorporation, Inc.

2021 Equity Incentive Plan as nonqualified and incentive stock options, stock appreciation rights and stock awards.

The information required pursuant to Item 403 of Regulation S-K can be found under the captions “Governance and Board of Directors—Security Ownership of Certain Beneficial Owners and Executive Officers,” “Governance and Board of Directors—Other Beneficial Owners” and “Governance and Board of Directors—Changes in Control” in the Company’s definitive Proxy Statement on Form DEF 14A, which will be as filed with the SEC on or before March 10, 2022, and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required pursuant to Item 404 and Item 407(a) of Regulation S-K can be found under the captions “Governance and Board of Directors” and “General Matters—Certain Relationships and Related Transactions” in the Company’s definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 1, 2021, and is incorporated herein by reference.

The information required pursuant to Item 404 and Item 407(a) of Regulation S-K can be found under the captions “Governance and Board of Directors” and “General Matters—Certain Relationships and Related Transactions” in the Company’s definitive Proxy Statement on Form DEF 14A, which will be filed with the SEC on or before March 10, 2022, and is incorporated herein by reference.

West Bancorporation, Inc.

2 unchanged sentences

The information required pursuant to Item 9(e) of Schedule 14A can be found under the caption “Proposal 3.

Ratify the Appointment of Independent Registered Public Accounting Firm” in the Company’s definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 1, 2021, and is incorporated herein by reference.

Ratify the Appointment of Independent Registered Public Accounting Firm” in the Company’s definitive Proxy Statement on Form DEF 14A, which will be filed with the SEC on or before March 10, 2022, and is incorporated herein by reference.

The PCAOB ID Number for our Independent Registered Public Accounting Firm is 49 .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

10 unchanged sentences

4 Description of Capital Stock (incorporated herein by reference to Exhibit 4 filed with the Form 10-K on February 27, 2020)

10.1* West Bancorporation, Inc.

2012 Equity Incentive Plan ( incorporated herein by reference to Exhibit A of the definitive proxy statement on Schedule 14A filed on March 7, 2012 )

10.2* Form of Restricted Stock Unit Award Agreement under the West Bancorporation, Inc.

2012 Equity Incentive Plan ( incorporated herein by reference to Exhibit 10.1 filed with the Form 10-Q on April 26, 2012 )

10.1* Employment Agreement dated July 23, 2012, between West Bancorporation, Inc.

5 unchanged sentences

Olafson ( incorporated herein by reference to Exhibit 10.3 filed with the Form 8-K on July 25, 2012 )

10.6* Employment Agreement dated July 23, 2012, between West Bancorporation, Inc.

10.4* Transitional Employment Agreement dated May 27, 2021, between West Bancorporation, Inc.

and Douglas R.

Gulling ( incorporated herein by reference to Exhibit 10.4 filed with the Form 8-K on July 25, 2012 )

Gulling ( incorporated herein by reference to Exhibit 10.1 filed with the Form 8-K on May 27, 2021 )

10.5* E mpl oyment Agreement dated April 29, 2021 between West Bancorporation, Inc.

and Bradley P.

Peters ( incorporated herein by reference to Exhibit 10.2 filed with the Form 8-K on April 30, 2021 )

10.6* Employment Agreement dated May 27, 2021 between West Bancorporation, Inc.

Funk ( incorporated herein by reference to Exhibit 10.2 filed with the Form 8-K on May 27, 2021 )

10.7* West Bancorporation, Inc.

28 unchanged sentences

10.19* Form of Restricted Stock Unit Award Agreement under the West Bancorporation, Inc.

2017 Equity Incentive Plan

2017 Equity Incentive Plan ( incorporated herein by reference to Exhibit 10.19 filed with the Form 10-K on March 1, 2021 )

10.20* Form of Performance Based Restricted Stock Unit Award Agreement under the West Bancorporation, Inc.

2017 Equity Incentive Plan

10.21* First Amendment to the West Bancorporation, Inc.

2012 Equity Incentive Plan dated April 26, 2017 (incorporated herein by reference to Exhibit 10.15 filed with the Form 10-K on March 1, 2018)

2017 Equity Incentive Plan ( incorporated herein by reference to Exhibit 10.20 filed with the Form 10-K on March 1, 2021 )

10.21 Amended and Restated Lease Agreement Dated February 20, 2018 (incorporated herein by reference to Exhibit 10.16 filed with the Form 10-K on March 1, 2018)

10.22* West Bancorporation Inc.

2021 Equity Incentive Plan ( incorporated herein by reference to Exhibit A to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 1, 2021 )

10.23* Form of West Bancorporation, Inc.

2021 Equity Incentive Plan Restricted Stock Unit Award Agreement (with holding period) ( incorporated herein by reference to Exhibit 4.4 filed with the Form S-8 on April 30, 2021 )

10.24* Form of West Bancorporation, Inc.

2021 Equity Incentive Plan Restricted Stock Unit Award Agreement (without holding period) ( incorporated herein by reference to Exhibit 4.5 filed with the Form S-8 on April 30, 2021 )

10.25* Form of West Bancorporation, Inc.

2021 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement ( incorporated herein by reference to Exhibit 4.6 filed with the Form S-8 on April 30, 2021 )

10.26* Form of West Bancorporation, Inc.

2021 Equity Incentive Plan Cash-Settled Restricted Stock Unit Award Agreement ( incorporated herein by reference to Exhibit 4.7 filed with the Form S-8 on April 30, 2021 )

10.27* Form of West Bancorporation, Inc.

2021 Equity Incentive Plan Director Restricted Stock Unit Award Agreement ( incorporated herein by reference to Exhibit 4.8 filed with the Form S-8 on April 30, 2021 )

21 Subsidiaries

17 unchanged sentences

and Subsidiary

West Bancorporation, Inc.

and Subsidiary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WEST BANCORPORATION, INC.

March 1, 2021 By:

February 24, 2022 By:

Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 1, 2021 By:

February 24, 2022 By:

Chief Executive Officer, Director and President

(Principal Executive Officer and Director)

March 1, 2021 By:

/s/ Douglas R.

February 24, 2022 By:

Executive Vice President, Treasurer and Chief Financial Officer

(Principal Financial Officer)

March 1, 2021 By:

Senior Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer)

(Principal Financial and Accounting Officer)

BOARD OF DIRECTORS

March 1, 2021 By:

February 24, 2022 By:

Chairman of the Board

March 1, 2021 By:

February 24, 2022 By:

/s/ Patrick J.

March 1, 2021 By:

February 24, 2022 By:

/s/ Steven K.

February 24, 2022 By:

/s/ Michael J.

West Bancorporation, Inc.

and Subsidiary

March 1, 2021 By:

/s/ Michael J.

March 1, 2021 By:

February 24, 2022 By:

/s/ Douglas R.

February 24, 2022 By:

/s/ George D.

March 1, 2021 By:

/s/ Lou Ann Sandburg

Lou Ann Sandburg

March 1, 2021 By:

February 24, 2022 By:

/s/ Steven T.

March 1, 2021 By:

February 24, 2022 By:

/s/ Therese M.

March 1, 2021 By:

February 24, 2022 By:

/s/ Philip Jason Worth

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures