SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

COLUMBIA BANKING SYSTEM, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

COLUMBIA BANKING SYSTEM, INC.

1301 “A” Street

Tacoma, Washington 98402

March 21, 201416, 2016

Dear Shareholder:

We are pleased to invite you to Columbia Banking System’s Annual Meeting of Shareholders. The meeting will be at 1:00 p.m. on Wednesday, April 23, 201427, 2016 at the Hotel Murano, located at 1320Greater Tacoma Convention and Trade Center, 1500 Broadway, Plaza, Tacoma, Washington 98402.

At the meeting, you and the other shareholders will be asked to (i)consider and vote on proposals with respect to (i) the election of ten directorseleven nominees for director to serve on our Board of Directors; (ii) the Columbia Board; (ii) approve a new equity plan; (iii) considerapproval, on an advisory non-binding resolution onbasis (non-binding), of the compensation of Columbia’sour named executive officers,officers; and (iv) to ratify(iii) the approval, on an advisory basis (non-binding), of the appointment of our independent registered public accounting firm for the 20142016 fiscal year.

You also will have the opportunity to hear our management discuss the developments in our business and our industry in the past year and to ask questions. You will find additional information concerning Columbia Banking System and its operations, including its audited financial statements, in the enclosed Annual Report for the year ended December 31, 2013.2015, which is available on our website at www.columbiabank.com.

We hope that you can join us on April 23^rd.27th.Whether or not you plan to attend, please signtake the time to vote via the Internet or telephone or by completing and return yourmailing the proxy card (if you received one) as soon as possible. Your opinion and your vote are important to us. Voting by proxy will not prevent you from voting in person if you attend the meeting, but it will ensure that your vote is counted if you are unable to attend.

William T. Weyerhaeuser				Melanie J. Dressel
Chairman				President and CEO

COLUMBIA BANKING SYSTEM, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 23, 201427, 2016

By Order of the Board

Cathleen L. DentKumi Y. Baruffi

Corporate Secretary

ThisThe proxy statement and the accompanying proxy card are being distributedwas first made available or mailed to shareholders on or about

March 21, 201416, 2016.

TABLE OF CONTENTS

i

ii

COLUMBIA BANKING SYSTEM, INC.

1301 “A” Street

Tacoma, Washington 98402-4200

(253) 305-1900

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the 20142016 Shareholder Meeting:

A copyThis proxy statement, the Notice of thisInternet Availability of Proxy StatementMaterials (the “Notice”) and the Annual Reportour annual report to Shareholdersshareholders for the year ended December 31, 20132015 (the “2013“2015 Annual Report”) isare available atwww.columbiabank.com.

The Columbia Board of Directors (the “Board”) is soliciting proxies for this year’s Annual Meeting of Shareholders.Shareholders (the “Annual Meeting”). This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

INFORMATION ABOUT THE ANNUAL MEETING

Annual Meeting InformationThe meeting will be at 1:00 p.m. on Wednesday, April 27, 2016 at the Greater Tacoma Convention and Trade Center, 1500 Broadway, Tacoma, Washington 98402.

The Board set March 10, 20147, 2016 as the record date for the meeting (the “Record Date”). Shareholders who owned Columbia common stock at the close of business on that date are entitled to vote at the meeting,Annual Meeting, with each share entitled to one vote.vote for each matter to be voted on at the meeting. There were 51,463,23957,989,096 shares of Columbia common stock outstanding on the Record Date.

In this proxy statement, the terms the “Company,” “Columbia,” “we,” “us” or “our” refer to Columbia Banking System, Inc.

VotingUnder the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our shareholders on the Internet, rather than mailing paper copies of the materials (including the 2015 Annual Report) to each shareholder. As a result, unless you previously elected to receive paper copies or request them this year, you will not receive paper copies of these proxy materials. We are sending to our shareholders (other than those that previously elected to receive paper copies) a copy of the Notice, which include thiswill instruct you as to how you may access and review the proxy statement and amaterials over the Internet. The Notice will also instruct you as to how you may access your proxy card together withto vote your shares by telephone or over the 2013 Annual Report, are beingInternet. If you would like to receive a paper copy of our proxy materials, free of charge, please follow the instructions included in the Notice.

The Notice was mailed to shareholders on or about March  21, 2014.16, 2016.

Majority Vote Standard in Uncontested Director ElectionsCOMPANY PHILOSOPHY

Columbia’s Bylaws contain majority voting procedures for the election of directors in uncontested elections. In an uncontested election, nominees must receive more “for” than “against” votesOur goal is to be elected as opposedthe leading Pacific Northwest regional community bank, with a significant presence in selected markets, and to consistently increase earnings per share and shareholder value. Management believes that there continues to be opportunity for organic growth based upon branch footprint and the organization’s commitment to delivering exceptional customer satisfaction and quality products, and growth through selective acquisitions. Our business strategy is to provide our customers with the financial sophistication and breadth of products of a simple pluralityregional banking company while retaining the appeal and service level of the votes cast. The term of any director who does not receive a majority of votes castcommunity bank. We continually evaluate our existing business processes while focusing on maintaining asset quality and balanced loan and deposit portfolios, building our strong core deposit base, expanding total revenue and controlling expenses in an election held undereffort to increase our return on average equity and gain operational efficiencies. We believe that, standard terminates on the earliest to occur of: (i) 90 days after the date election results are certified; (ii) the date the director resigns; or (iii) the date the board of directors fills the position. The Bylaws further provide that an election is considered “contested,” and will be held underas a plurality standard, if there are shareholder nominees for director pursuant to the advance notice provision in Section 1.17result of our Bylaws whostrong commitment to highly personalized, relationship-oriented customer service, our varied products, our strategic branch locations and the long-standing community presence of our managers, banking officers and branch personnel, we are not withdrawnwell positioned to attract and retain new customers and to increase our market share of loans, deposits, and other financial services in the communities we serve. We are committed to increasing market share in the communities we serve by continuing to leverage our existing branch network, strategically adding new branch locations and considering business combinations that are consistent with our expansion strategy. We believe that achievement of these goals will create long-term value for our shareholders, consistent with protecting the advance notice deadline set forth in that section.interests of depositors.

1

GENERAL INFORMATION

Why amdid I receiving thisreceive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy statement and proxy card?materials?

You are receiving this proxy statementIn accordance with rules and proxy card because you own sharesregulations adopted by the SEC, instead of Columbia common stock. This proxy statement describes issues on which we would like you to vote.

When you sign the proxy card you appoint William T. Weyerhaeuser and Melanie J. Dressel as your representatives at the meeting. Mr. Weyerhaeuser and Ms. Dressel will vote your shares at the meeting as you have instructed on the proxy card. This way, your shares will be voted even if you cannot attend the meeting.

Who is soliciting my proxy and who is paying the costmailing a printed copy of solicitation?

Our Board of Directors is sending you this proxy statement in connection with its solicitation of proxies for use at the 2014 Annual Meeting. Certain directors, officers and employees of Columbia and its banking subsidiary, Columbia State Bank or its trust company subsidiary, West Coast Trust, may solicit proxies by mail, telephone, facsimile, or in person.

We will pay for the costs of solicitation. We do not expect to pay any compensation for the solicitation of proxies, except to brokers, nominees and similar record holders for reasonable expenses in mailingour proxy materials to all shareholders entitled to vote at the Annual Meeting, we are furnishing the proxy materials to our shareholders over the Internet. If you received the Notice by mail, you will not receive a printed copy of the proxy materials. Instead, the Notice will instruct you as to how you may access and review the proxy materials and submit your vote via the Internet. If you received the Notice by mail and would like to receive a printed copy of the proxy materials, please follow the instructions included in the Notice for requesting such materials.

We mailed the Notice on March 16, 2016, to all shareholders entitled to vote at the Annual Meeting. As of the date of mailing of the Notice, all shareholders and beneficial owners have the ability to access all of our common stock. However, management may, if it determines it necessaryproxy materials on a website referred to obtainin the requisite shareholder vote, retain the servicesNotice. These proxy materials are available free of a proxy solicitation firm.charge.

What am I voting on?is being voted on at the Annual Meeting?

At the Annual Meeting you will be asked to vote on:

Who is entitled to vote?

Only shareholders who owned Columbia common stock, either directly or beneficially, as of the close of business on the Record Date are entitled to receive notice of the Annual Meeting and to vote the shares that they held on that date at the meeting,Annual Meeting, or any postponement or adjournment of the meeting.Annual Meeting.

How do I vote?

In-Person Voting.At the Meeting. YouShares held in your name as the shareholder of record may vote your shares eitherbe voted by you in person at the Annual Meeting. Shares held beneficially in “street name” may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the broker or by proxy. Toother agent that holds your shares, giving you the right to vote the shares, and you bring the legal proxy to the Annual Meeting.

By Mail. Shareholders who ask for and receive a paper proxy card may vote by proxy, youmail and should mark, date,complete, sign and mail the encloseddate their proxy card and mail it in the prepaidpre-addressed envelope provided. Ifthat will accompany the delivery of the paper proxy card. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares are registered in your own name and you attend the meeting, you may deliver your completed proxy card in person. “Street name” shareholders, that is, those shareholders whose shares are held in the name of and through a broker or nominee, who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares.be voted.

2

By Internet Voting.. For shares registered in your name, you may go tohttp://www.proxyvote.com to transmit a proxy to vote your shares by means of the Internet. You will be required to provide our number and the control number, both of which are contained on yourthe Notice or the proxy card.card, as applicable. You will then be asked to complete an electronic proxy card. The votes represented by such proxy will be generated on the computer screen, and you will be prompted to submit or revise them as desired. We must receive votes submitted via the Internet by 11:59 p.m. ET on April 26, 2016.

By Telephone Voting.. You may grant a proxy to vote your shares by telephone. The telephone voting procedures are designed to authenticate your identify,identity, to allow you to grant a proxy to vote your shares, and to confirm that your instructions have been recorded properly. To vote by telephone, call1-800-690-6903.by 11:59 p.m. ET on April 26, 2016. Please see the instructions on the enclosedNotice or the proxy card.card, as applicable.

For shares registered in the name of a broker or bank.Most beneficial owners, whose stock is held in “street name,” receive instructions for granting proxies from their banks, brokers or other agents, rather than a proxy card. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the shareholder of record. Asas the beneficial owner, you have the right to direct your broker on how to vote. Your broker or nominee has enclosed a voting instruction card for you to use in directing your broker or nominee as to how to vote your shares.

A number of brokers and banks are participating in a program provided through Broadridge Financial Solutions Inc. that offers the means to grant proxies to vote shares over the telephone and Internet. If your shares are held in an account with a broker or bank participating in the Broadridge program, you may grant a proxy to vote those shares by calling the telephone number or visiting the website shown on the instruction form received from your broker or bank.

General information for all shares voted via the Internet.We must receive votes submitted via the Internet by 11:59 p.m. EST on April 22, 2014. Submitting your proxy via the Internet will not affect your right to vote in person should you decide to attend the annual meeting.

Can I revoke my proxy and/or change my vote after I return my proxy card?vote?

Yes. You may revoke your proxy and change your vote at any time before the proxy is exercised by filing with Columbia’s Secretary either a notice of revocation, voting again by Internet or another signedtelephone (only your last Internet or telephone proxy bearingsubmitted prior to the meeting will be counted), signing and returning a new proxy card with a later date.date, obtaining a legal proxy from the broker or other agent that holds your shares, or attending the Annual Meeting and voting in person. The powers of the proxy holders will be suspended if you attend the meetingAnnual Meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

What are the Board’s recommendations?

UnlessThe Board recommends a voteFOR the election of the director nominees listed in this proxy statement,FORthe approval, on an advisory basis (non-binding), of the compensation of Columbia’s named executive officers, andFOR the approval, on an advisory basis (non-binding), of Deloitte as the independent registered public accounting firm for the fiscal year 2016.

If you give other instructions on yourindicate when voting by Internet or by telephone that you wish to vote as recommended by the Board, or if you sign and return a proxy card Mr.without specific instructions as to how to vote, William T. Weyerhaeuser and Ms.Melanie J. Dressel, as the persons named as proxy holders on the proxy card, will vote as recommended by the Board of Directors. The Board recommends a voteFOR the election of the nominated directors listed in this proxy statement,FOR the approval of the 2014 Equity Plan;FORthe approval of an advisory (non-binding) resolution to approve compensation of Columbia’s executive officers, andFOR the ratification of the independent registered public accounting firm for the fiscal year 2014.

If any other matters are considered at the meeting, Mr. Weyerhaeuser and Ms. Dressel will vote as recommended by the Board of Directors.Board. If the Board does not give a recommendation, Mr. Weyerhaeuser and Ms. Dressel will have discretion to vote as they think best.

Will my shares be voted if I do not signvote by using the Internet, by telephone or by signing and returnreturning my proxy card?

If your shares are registered in your name and you do not return yourvote by using the Internet, by telephone or by returning a signed proxy card or do not vote in person at the Annual Meeting, your shares will not be voted.

3

If your shares are held in “street name” and you do not submit voting instructions to your broker,your broker may vote your shares at this meeting on the ratificationadvisory (non-binding) approval of the appointment of the independent registered public accounting firm only. If no instructions are given with respect to the election of directors or approval, on an advisory basis (non-binding), of the 2014 Equity Plan or approvalcompensation of the advisory (non-binding) resolution onColumbia’s named executive compensation,officers,your broker cannot vote your shares on these proposals.

How many votes are needed to hold the Annual Meeting?

A majority of Columbia’s outstanding shares as of the Record Date (a quorum) must be present at the Annual Meeting in order to hold the meeting and conduct business. Shares are counted as present at the meeting if a shareholder is present and votes in person at the meeting or has properly submitted a proxy card. As of the Record Date for the Annual Meeting, 51,463,23957,989,096 shares of Columbia common stock were

outstanding and eligible to vote. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Broker non-votes, however, are not counted as shares present and entitled to be voted with respect to thea matter on which the broker has expressly not voted. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (i) the broker has not received voting instructions from the beneficial owner and (ii) the broker lacks discretionary voting power to vote such shares.

What vote is required to elect directors?

AIn an uncontested election, a nominee for election to a position on the board of directorsBoard will be elected as a director if the votes cast forFor the nominee exceed the votes cast againstAgainst the nominee (known as majority voting). The term of any director who does not receive a majority of votes cast in an election held under that standard terminates on the earliest to occur of: (i) 90 days after the date election results are certified; (ii) the date the director resigns; and (iii) the date the Board fills the position. Our Bylaws provide that an election is considered “contested,” and will be held under a plurality standard, if there are shareholder nominees for director pursuant to the advance notice provision in Section 1.17 of our Bylaws who are not withdrawn by the advance notice deadline set forth in that section. You may voteFor,,Against,, orAbstainfrom voting for the listed nominees. The following will not be votes cast and will have no effect on the election of any director nominee: (i) a share whose ballot is marked as abstain; (ii) a share otherwise present at the meeting but for which there is an abstention; and (iii) a share otherwise present at the meeting as to which a shareholder gives no authority or direction. Shareholders may not cumulate their votes in the election of directors.

What vote is required to approve the 2014 Equity Plan?

To approve the 2014 Equity Plan, we must receive the affirmative voteFor the proposal by holders of a majority of the shares present in person or by proxy and voting on the proposal. You may voteFor, Against orAbstain from approving the proposal. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

What vote is required to approve the advisory (non-binding) resolution on the compensation of Columbia’s executive officers?

The affirmative voteFor by a majority of those shares present in person or by proxy and voting on this matter is required on the advisory (non-binding) resolution on the compensation of Columbia’s named executive officers. You may voteFor,,Against orAbstain from approving the advisory (non-binding) resolution to approve named executive officer compensation. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

What vote is required to ratifyapprove the advisory (non-binding) proposal on the appointment of the independent registered public accountants?

The proposal to ratifyapprove, on an advisory basis (non-binding), the appointment of Deloitte & Touche LLP as Columbia’s independent registered public accounting firm will be adopted if a majority of the votes present in person or by proxy and voting on this matter are castFor the proposal. You may voteFor,,Against orAbstain from approving the proposal. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Can I vote on other matters?

We have not received timely notice of any shareholder proposals to be considered at the Annual Meeting, and ourthe Board does not know of any other matters to be brought before the Annual Meeting.

Who is soliciting my proxy and who is paying the cost of solicitation?

The Board is soliciting proxies for use at the 2016 Annual Meeting. Certain directors, officers and employees of Columbia and its banking subsidiary, Columbia State Bank, or its trust company subsidiary, Columbia Trust Company, may solicit proxies by mail, telephone, facsimile, or in person.

4We will pay for the costs of solicitation. We do not expect to pay any compensation for the solicitation of proxies, except to brokers, nominees and similar record holders for reasonable expenses in mailing proxy materials to beneficial owners of our common stock. However, management may, if it determines it necessary to obtain the requisite shareholder vote, retain the services of a proxy solicitation firm.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the Annual Meeting. We will publish final results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”)SEC within four business days after the Annual Meeting. After the Form 8-K is filed, you may obtain a copy by visiting our website at www.columbiabank.com, the SEC’s website at www.sec.gov, or by writing to: Columbia Banking System, Inc., Attention: Corporate Secretary, 1301 “A” Street, Tacoma, Washington, 98402-4200.

When are proposals and director nominations for the 20152017 Annual Meeting due?

Proposals by shareholders to transact business at Columbia’s 20152017 Annual Meeting must be delivered to Columbia’s Secretary no later than December 29, 201428, 2016 in order to be considered for inclusion in our proxy statement and proxy card and should contain such information as is required under our Bylaws. Such proposals will also need to comply with the SEC’s regulations regarding the inclusion of shareholder proposals in Columbia-sponsored proxy materials. In order for a shareholder proposal to be raised from the floor during next year’s annual meeting, or for a shareholder to nominate a person or persons for a director, written notice must be received by us no earlier than the 150^th150th day and no later than the 120^th120th day prior to the first anniversary of the 20142016 Annual Meeting (meaning no earlier than November 25, 2014,28, 2016, and no later than December 25, 2014)28, 2016), and should contain such information as required under our Bylaws. However, if the date of the 20152017 Annual Meeting is more than 30 days before or more than 60 days after the anniversary of the 20142016 Annual Meeting, notice must be delivered no earlier than the 150^th150th day and no later than the 120^th120th day prior to the date of the 20152017 Annual Meeting or, if the first public announcement of the 20152017 Annual meetingMeeting date is less than 100 days before the meeting date, notice must be delivered no later than the 10^th10th day following the date of the Company’s first public announcement of the 20152017 Annual Meeting date.

To be in proper form, a shareholder’s notice must include the specified information concerning the proposal or director nominee as described in our Bylaws. The Company will not consider any proposal or nomination that is not timely or otherwise does not meet the Bylaw and SEC requirements for submitting a proposal or nomination.

Notice of intention to present proposals at the 20152017 Annual Meeting, or to obtain a copy of the detailed procedures regarding notice requirements for proposals or director nominations, should be directed to Columbia’s Corporate Secretary, 1301 “A” Street, Tacoma, Washington 98402.

5

STOCK OWNERSHIP

Are there any ownersBeneficial Owners of more than 5% of Columbia’s stock?More Than Five Percent

As of DecemberJanuary 31, 2013,2016 (except as otherwise noted), the following shareholders identified in the table below beneficially owned more than 5% of the outstanding shares of Columbia common stock:stock. To the Company’s knowledge, based on the public filings which beneficial owners of more than 5% of the outstanding shares of Columbia common stock are required to make with the SEC, there are no other beneficial owners of more than 5% of the outstanding shares of Columbia common stock as of January 31, 2016, other than those set forth below.

How much stock do Columbia’s directorsBeneficial Ownership of Directors and executive officers own?Executive Officers

The following table shows, as of March 10, 2014,January 31, 2016, the amount of Columbia common stock directly owned (unless otherwise indicated) by (a) each director and director nominee; (b) the executive officers named in the Summary Compensation Table below; and (c) all of our directors and executive officers as a group. Except as otherwise noted, we believe that the beneficial owners of the shares listed below, based on information furnished by such owners, have or share with a spouse voting and investment power with respect to the shares. Beneficial ownership is determined under the rules of the SEC and includes shares that could be acquired within 60 days through the exercise of an option or other right. All share numbers and prices have been adjusted for applicable stock splits and stock dividends.

If a nominee refuses or is unable to stand for election?

Theelection, the Board may reduce the number of seats on the Board or designate a replacement nominee. If the Board designates a substitute, shares represented by proxy will be votedFOR the substitute nominee. The Board presently has no knowledge that any of the nominees will refuse or be unable to serve.

8

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Information regarding each of the nominees is provided below, including each nominee’s name, age as of the Record Date, principal occupation and public company directorships during the past five years, and the year first elected or appointed a director of Columbia, its predecessor corporation or one of its former or current subsidiaries. All of the nominees are presently directors of Columbia and Columbia Bank. There are no family relationships among any of our directors or executive officers, nor are any of the corporations or organizations referenced in the biographical information below a parent, subsidiary or affiliate of Columbia.

		David A. Dietzler		Director since 2013
		Mr. Dietzler, 70,72, served as a director of West Coast Bancorp prior to the merger between Columbia andacquisition of West Coast Bancorp.Bancorp by Columbia. Mr. Dietzler was managing partner of KPMG LLP’s office in Portland, Oregon before retiring in 2005 after 37 years of service. He earned his MSBA from the University of North Dakota. Mr. Dietzler has extensive experience auditing public companies and working with audit committees, and gained significant expertise in SEC reporting, financial statement preparation, internal control and compliance requirements. Mr. Dietzler has been a director of Portland General Electric Company since 2006 where he chairsserving as Chair of the audit committeeAudit Committee until May 2015 and isremains a member of the Audit and Nominating and Corporate Governance Committee.Committees. Mr. Dietzler’s expertise in compliance matters as well his experience serving on multiple audit committees providesmake him a valuable resource to the Board. Mr. Dietzler is considered one of the Board’s designated audit committee financial experts.
		Melanie J. Dressel		Director since 1998
		Ms. Dressel, 61,63, was named Chief Executive Officer of Columbia in February 2003, continues to serve as the Company’s President, and has been the President and Chief Executive Officer of Columbia Bank since January 2000. Ms. DresselShe has served in several capacities at Columbia, including President and Chief Operating Officer from 2000 –to 2003; Executive Vice President of retail banking from 1997 –to 2000; and upon joining Columbia in 1993, served as Senior Vice President and Private Banking Manager until 1997. Ms. Dressel has approximately 40 years of banking experience and prior to joining Columbia, directed the private banking division of Puget Sound National Bank, and between 1974 and 1988, held various positions with Bank of California. Ms. Dressel graduated from She is a graduate of the University of Washington with a political science degree. Ms. Dressel servesdegree in Political Science. She is a member on the boardBoards of directors for the American Bankers Association, Puget Sound Energy (Chair), Executive Council for a Greater Tacoma (past chair)Chair), Washington Bankers Association (past chair), Washington Roundtable,Chair) and the Washington State Historical Society.Roundtable. She also serves on various committees including the American Bankers AssociationCouncil, the ABA Grassroots Committee and the Bellarmine Benefactors’ Trust andTrust. She is a past member of the Federal Reserve Bank of San Francisco’s Community Depository Institutions Advisory Counsel. She remains active in the communityCouncil (CDIAC), and she served as chaira Board member of several community organizations includingThe American Bankers Association. She further served as Chair of the Boards of Mary Bridge Children’s Foundation, Bellarmine Preparatory School and Tacoma/Pierce County Chamber of Commerce, and was the 2003 Campaign Chair for United Way of Pierce County. In 2011, sheCommerce. Melanie Dressel was honored as 2011 Community Banker of the Year byAmerican Banker Magazine,and was also named in 20132014 for the fifthsixth time by the magazine as one of theThe 25 Most Powerful Women in Banking. In 2013, Banking.Ms. Dressel was awarded CEO of the yearYear bySeattleBusiness Magazine’sinaugural Executive Excellence Awards. Awards in January 2013. As Chief Executive Officer and a director, Ms. Dressel serves as the primary liaison between the Board and management and as the executive with overall responsibility for executing the Company’s strategic plan.

		Craig D. Eerkes		Director since 2014
		Mr. Eerkes, 63, has served as the President and Chief Executive Officer of Sun Pacific Energy, Inc., a Tri-Cities based retail and wholesale petroleum company with locations throughout Washington since 1981. He has an extensive background with financial institutions and broad experience in highly regulated industries, including fifteen years as a director of WMI Insurance Company, a health and life insurance company based in Salt Lake City, Utah. He was the chairman and a director of AmericanWest Bancorp from 2004 to 2012, as well as a director or First Hawaiian Bank from 1996 to 1999. He was founder, director and chairman of American National Bank, N.A., Kennewick, Washington, from 1981 to 1996. Mr. Eerkes is a graduate of the University of Puget Sound. He was named “Tri-Citian of the Year” for 2014 and is actively involved in the Boy Scouts, Boys & Girls Clubs, United Way and several other community organizations. His expertise in community banking and risk management brings strong operational depth to the Board.
		Ford Elsaesser		Director since 2014
		Mr. Elsaesser, 64, was a member of the Intermountain board of directors from 1997 until its acquisition by Columbia, serving as its Chairman from May 2013. An attorney with extensive experience with financial service companies, Mr. Elsaesser is a senior partner at Elsaesser Jarzabek Anderson Elliott & Macdonald, a Sandpoint, Idaho-based law firm founded in 1979. His practice focuses on commercial law and banking, civil litigation, bankruptcy and trusteeships and receiverships. He has served as Adjunct Professor at St. John’s University School of Law since 2003, and on the Advisory Board of the University’s Bankruptcy Program since 1999. He has also served as an Adjunct Professor at the University of Idaho Law School since 2005. A graduate of Goddard College and the University of Idaho Law School, Mr. Elsaesser is active in his community and has served as Chairman of the Lake Pend Oreille Commission since 2003. His knowledge of and contacts within the local Idaho market, as well as his legal experience, make him a valuable resource to the Board.
		Mark A. Finkelstein		Director since 2014
		Mr. Finkelstein, 57, has served since September 2014 as the Chief Legal and Administrative Officer at Blucora, Inc., where he oversees the company’s legal, compliance and human resources departments and advises on legal and corporate strategy matters. From December 2011 through July 2014, he served as Executive Vice President – Corporate Development and General Counsel of Emeritus Corporation, an NYSE-listed healthcare company with over 30,000 employees, and as the Corporate Secretary of Emeritus from May 2012 through July 2014. Prior to joining Emeritus, Mr. Finkelstein served as a strategy advisor for private investment management firms in the United States and Europe and as the chief executive officer and a member of the board of directors of Novellus Capital Management, a specialized asset management firm. From 1986 to 2006, he practiced law with the Seattle law firm of Graham & Dunn, P.C., where he specialized in mergers and acquisitions, complex financing strategies and other corporate transactions involving financial service companies. Mr. Finkelstein received his B.A. with High Honors in Economics from The University of Michigan and his J.D. from The University of Michigan Law School. He is a member of the Audit and Corporate Responsibility Committee of the Board of Trustees for Seattle Children’s Hospital. Mr. Finkelstein’s legal, strategic management and financial expertise make him a valuable resource to the Board.

9

		John P. Folsom		Director since 1997
		Mr. Folsom, 70,72, served as President of Brown & Brown, Inc. of Washington, formerly Raleigh, Schwarz & Powell (insurance brokers and consulting), Tacoma, Washington, from 1990 through December 31, 2006 and served on the board of Precision Machine Works of Tacoma.2006. Mr. Folsom received his professional designation in underwriting and risk management and currently serves as an independent consultant on insurance and risk management matters. Mr. Folsom earned his B.S. degree from the University of Washington and his J.D. from the University of California, where heCalifornia. He was also a past member of the California and American Bar Association. Mr. Folsom is a resident of Pierce County, and has served as Chair of many community organizations, including as Director of the Executive CouncilFoundation for a Greater Tacoma Students, Vice President and Director of the Children’s Museum of Tacoma, Emeritus Director of the Tacoma Art Museum and Director of MultiCare Health System. His current servicesHe also currently serves as a director includeof the Tacoma Pierce County Sports Commission and University of Washington – Tacoma Urban Studies Advisory Board.Board and The Children’s Museum. Mr. Folsom’s knowledge of, and business and personal contacts in the local market, together with his expertise in risk management matters and legal background, provide the Board with the experience and expertise needed as Audit Committee chair.
		Frederick M. Goldberg		Director since 2003
		Mr. Goldberg, 74, is the co-founder, principal, and director of SaltChuk Resources, Inc.,make him a family of diversified companies of transportation, energy and real estate, located in Seattle, Washington and formed in 1982. He is currently a member of the Audit Committee of that company. Mr. Goldberg has been a managing partner of Goldberg Investments since 1986. He has also served as Chairman of the Board of Panorama City, a continuing care retirement community in Lacey, Washington, since 1990 and Gibbons Lane Vineyard, Tenino, Washington, since 1997 and was appointed by the Governor to the Board of Evergreen College. Mr. Goldberg has worked in a leadership capacity for over 40 years as owner of several businesses throughout the United States and South America. His extensive leadership experience, together with his service on various audit committees, brings strong operational and financial experiencevaluable resource to the Board.
		Thomas M. Hulbert		Director since 1999
		Mr. Hulbert, 67,69, has been President and Chief Executive Officer of Hulco, Inc., Olympia, Washington, a family-held real estate holding and investment company focusing on the acquisition, management and sale of properties within Washington state since 1979. He was formerlyalso President and Chief Executive Officer of Winsor Corporation, (lighting technologies), Olympia, Washington,a Seattle-based research and development company specializing in lighting technologies from 1996 to 2013 and2013. Mr. Hulbert’s business experience also includes serving as President and Chief Executive Officer of Hulco, Inc. (real estate investments), Olympia, Washington, since 1979a manufacturing company and supervising the operations of a timber contracting and logging company in Montana and Washington. He has served on numerous boards of local private companies. Mr. Hulbert’scompanies, and his leadership experience and knowledge of real estate investment provides a valuable resource to the Board.

10

		Michelle M. Lantow		Director since 2012
		Ms. Lantow, 52,54, was appointed the Chief Administrative Officer at New Season’s Market, LLC in July 2012 where she is responsible for all financial reporting, accounting, cash management, information technology and strategic planning. From 2010, she served as the Chief Financial Officer of McCormick & Schmick’s, a locally owned restaurant company established in 1970 and owning over 80 restaurants until the company was sold in 2012. As the Chief Financial Officer, Ms. Lantow was responsible for all financial reporting associated with a public company, in addition to human resources and information technology functions. Prior to that time, Ms. Lantow worked at lucy activewear, Inc., an apparel company that designs and sells fashion-forward performance apparel for athletic women, serving as the President from 2007 to 2009 and the Chief Financial Officer from 2000 –to 2007. During the period 1995 –to 2000, Ms. Lantow served as the Corporate Controller and Vice President of Investor Relations with The Gap, Inc., a diversified international specialty retailer. Ms. Lantow holds a BA in Business Economics from the University of California. She is the chairperson of Portland State University’s MBA program. Ms. Lantow’s depth of public company, strategic management and leadership experience providemake her a valuable resource for the Board.

		S. Mae Fujita Numata		Director since 2012
		Ms. Numata, 57, returned as an Engagement Partner with Tatum in late 2013, a national CFO consulting firm and a division of Randstad Company. She was formerly with Tatum from 2008 to 2010. She59, is also the founder of Numata Consulting PLLC fromfor which she has served as a Family Office Manager in Montana since 2015 and has served as the Chief Operating Officer and Chief Financial Officer for MMGL Corp. (f/k/a Schnitzer Investment Corp.), a privately held investment firm since 2010. She was formerly an Engagement Partner with Tatum, a national CFO consulting firm. From 2006 –to 2008, Ms. Numata served as the Senior Vice President/Chief Financial Officer and Corporate Secretary of Fisher Communications, Inc., a broadcasting company. From 1997 –to 2006, Ms. Numata served as Vice President and Chief Financial Officer of The Seattle Times Company, and between 1993 -1997– 1997 was a Senior Vice President of Corporate Development of KeyBank of Washington. Ms. Numata is a member of the American Institute of Certified Public Accountants, Women Corporate Directors and National Association of Corporate Directors. Among other activities, she is the co-president of the board for the Executive Development Institute and a board member, 2nd vice president and investment committee chair for the Girl Scouts of Western Washington. Ms. Numata’s extensive accounting and banking background provide the Board and Audit Committee with valuable expertise, and she is one of the Board’s designated audit committee financial experts.
		Daniel C. RegisElizabeth W. Seaton		Director since 20032014
		Mr. Regis, 74,Ms. Seaton, 55, is the Senior Vice President of Operations for Saltchuk Resources Inc., a family of diversified transportation and fuel distribution companies, headquartered in Seattle. Ms. Seaton served as Vice President of Strategic Planning and Corporate Development for Weyerhaeuser Company from 2008 to 2014. Her career with Weyerhaeuser spanned over twenty years, and included positions in strategic planning, capital investments and business leadership. Prior to Weyerhaeuser, she was Principal for Boston Consulting Group, a global management consulting firm. Ms. Seaton is a graduate of Princeton University, holds a J.D./M.B.A. from the University of Chicago and is a member of the California Bar. She has been part owner and managing directormore than ten years of several Northwest technology-focused venture partnerships during the period 1998 – 2009. Mr. Regis has over 20 years’ cumulative experience as a public company director;board member and advisor to a wide range of organizations, including currently servingLiaison Technologies, and she contributes to her community as a directorthe Finance Committee Chair and Vice Chair of Cray, Inc. and previously serving as a director of Art Technology Group, until it was acquired in January 2011. From 2000 to 2009, he was a managing director of Digital Partners, a venture capital firm specializing in Northwest emerging technology companies. Mr. Regis was President and managing partner of Kirlan Venture Capital, a Seattle-based company from 1996 – 1999. Mr. Regis was a certified public accountant and a Managing Partner at Price Waterhouse from 1964 until 1996. He is onePlanned Parenthood of the Board’s designated audit committee financial experts. Mr. Regis’ extensive public companyGreat Northwest and Hawaii. Her broad experience together with his entrepreneurialin business acumenleadership, change management, strategic development, mergers and accounting background brings strong operationalacquisitions and financial expertiseenterprise risk management provides a valuable resource to the Board.

11

		William T. Weyerhaeuser		Director since 1998
		Mr. Weyerhaeuser,70,Weyerhaeuser, 72, is the Chairman of the Board of Columbia. He is also a clinical psychologist who retired from hisDirector of eHarmony, an online dating website for singles. He is the former Chairman of Comerco, Inc., a holding company for Yelm Telephone Company, and Rock Island Company, a private practice in Tacoma, Washington in 1998. Mr. Weyerhaeuser has served on several public company boardsinvestment company. He is also a former Director and has been a director of Clearwater Paper Corporation since 2008. Mr. Weyerhaeuser was a director of Potlach Corporation from 1990 – 2008, held the position of Vice Chairman of the Board duringof Potlatch Corporation, a forest products company, and a former Director of Clearwater Paper Corporation, a forest products company. Mr. Weyerhaeuser received his tenure as directorundergraduate degree from 2004–2008Stanford University and was the formerhis Ph.D. in Clinical Psychology from Fuller Graduate School of Psychology, Fuller Theological Seminary. He had a private practice in Tacoma from 1975-1998. He is a Trustee and past Chairman of the Board of EDEN Bioscience Corporation from 2001 – 2009. During 2002 – 2003, Mr. Weyerhaeuser served as the Interim CEOUniversity of Puget Sound, a Director of LeMay-America’s Car Museum, Trustee and former President of the Company untilSeattle Opera Board of Trustees and past President of the appointmentPacific Harbors Council, Boy Scouts of Ms. Dressel. He was the owner and Chairman of Comerco, Inc., the parent company of Yelm Telephone Company from 1984 – 2000. Mr. Weyerhaeuser earned his PH.D in Clinical Psychology and M.A. in Theology from the Fuller Theological Seminary, and his B.A. in Economics from Stanford University. As a long-time local resident,America. Among other past volunteer activities, Mr. Weyerhaeuser has served on several civic boards and committees and currently serves as President and trustee of the Seattle Opera, Vice Chairman and trustee of the Harold E. LeMay Museum and trustee of the University of Puget Sound; was the former Chairman and Vice Chairman of University of Puget Sound, President of the Board of the Tacoma Art Museum and director and council Presidentas a Director of the Boys Scouts of America.The Greater Tacoma Community Foundation. Mr. Weyerhaeuser’s diverse background and public company experience provides a valuable perspective to the Board.
		James M. Will		Director since 1993
		Mr. Will, 67, serves as the President of Titus-Will Enterprises (property holding company and property management), Tacoma, Washington and also as President of that company’s subsidiary, Titus-Will Chevrolet, Buick, GMC Cadillac, Titus-Will Hyundai, Olympia, Washington and Titus-Will Chevrolet of Parkland, Tacoma, Washington. Mr. Will also serves as Vice-President of Titus Will Ford, Titus-Will Toyota and Lakewood Ford of Tacoma, Washington. Prior to that time and since 1969, Mr. Will was the President of Tam Engineering Corp. (automotive engine re-manufacturing), Tacoma, Washington. Mr. Will is a long time local resident and served as past Chairman of Boys and Girls Club of Pierce County and the United Way Pierce County. Mr. Will’s strong operational, management and accounting experience, together with his oversight of personnel and human resources, provide a valuable resource to the Board.

The Board of Directors unanimously recommends a vote “FOR” each of the nominees for director.

12

CORPORATE GOVERNANCE

Guidelines

The Board of Directors is committed to goodsound business practices, transparency in financial reporting and high standards of corporate governance. We operate within a comprehensive plan of corporate governance forwith the purpose of defining responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. We regularly monitor developments in the area of corporate governance and our corporate governance policies, practices and committee charters are reviewed periodically and updated as necessary to reflect changes in regulatory requirements and evolving oversight practices.

Board and Company Leadership Structure

The Board of Directors is committed to maintainmaintaining an independent Boardboard, and for many years, a substantialan overwhelming majority of our Board has been comprised of independent directors.outside directors for many years. It has further been the practice of Columbia to separate the duties of Chairman and Chief Executive Officer. In keeping with good corporate governance practices, the Board believes that the separation of the duties of Chairman and Chief Executive Officer eliminates any inherent conflict of interest that may arise when the roles are combined, and that an independent director can best provide the necessary leadership and objectivity required as Chairman.

Director Qualifications

The Board of Directors believes each of the Company’s directors should bring a rich mix of qualities and skills to the Board. All of our directors bring to ourthe Board a wealth of leadership experience derived from their service in a variety of professional and executive positions and extensive board experience.

The Corporate Governance/Governance and Nominating Committee is responsible for the oversight and nomination process for director nominees. The Corporate Governance and Nominating Committee has not historically adopted formal “director qualification standards” for Committee-recommendedrecommended nominees. However, the Corporate Governance and Nominating Committee annually reviews the experience, qualifications, attributes and skills of each director and nominee as part of its evaluation of whether these are the right individuals to serve on Columbia’s Board to help Columbia successfully meet its long-term strategic plans. Because each director of Columbia must be re-elected annually,directors are elected for one-year terms, the Corporate Governance and Nominating Committee has an annual opportunity to assess these factors and, if appropriate, determine not to re-nominate any director. A more detailed discussion regarding the considerations given by the Corporate Governance and Nominating Committee when considering director nominees is set forth below in the section entitled“Board Structure and Compensation – Compensation—Board Committees—Corporate Governance and Nominating Committee.”

The director biographical information set forth above summarizes the experience, qualifications, attributes and skills that Columbia believes qualifies each director to serve on the Board. The Governance/Corporate Governance and Nominating Committee and the Board believe each respective director’s professional and business acumen and board experience, and the total mix of all directors’ experience and skills, are beneficial to the Company and the Board.

Code of Ethics and Corporate Governance Documents

We have adopted a Code of Ethics for Senior Financial Officerssenior financial officers, which applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and any persons performing similar functions.

You can access our current charters, including our Code of Ethics, Audit Committee, Corporate Governance and Nominating Committee and Personnel/Personnel and Compensation Committee charters, Corporate Governance Policy, Code of Conduct and our Bylaws in the “Corporate Governance”“About—Investor Relations—Governance Documents” section of our website at www.columbiabank.com, or by writing to: Columbia Banking System, Inc., Attention: Corporate Secretary, 1301 “A” Street, Tacoma, Washington, 98402-4200.

13

Director Independence

With the assistance of legal counsel to Columbia, the Corporate Governance and Nominating Committee has reviewed the applicable legal standards for Board and Board committee member independence, and the criteria applied to determine “audit committee financial expert” status. The Corporate Governance and Nominating Committee has also reviewed a summary of the answers to annual questionnaires completed by each of the directors, which also included questions regarding any potential director-affiliated transactions.

The Board then analyzed the independence of each director and nominee and determined that the following members of the Board meet the standards regarding “independence” required by applicable law, regulation and NASDAQ listing standards, and that each such director is free of relationships that would interfere with the individual exercise of independent judgment. In determining the independence of each director, the Board considered many factors, including any loans to the directors, each of which (i) were made in the ordinary course of business; (ii) were substantially made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or the Bank; and (iii) did not involve more than the normal risk of collectability or present other unfavorable features. Such arrangements are discussed in detail in the section entitled“Certain Relationships and Related Transactions.”

Based on these standards, the Board has determined that each of the following current non-employee directors and director nominees is independent:

Based on the standards described above, the Board determined that Melanie J. Dressel, who serves as the President and Chief Executive Officer of the Company, is not independent because she is an executive officer of the Company.

Compensation Committee Interlocks and Insider Participation

During 2013,2015, the Personnel and Compensation Committee consisted of Mr. Hulbert (Chair)(Chair until April 22, 2015), Mr. Eerkes, Ms. Lantow (Chair effective April 22, 2015), Ms. Numata and Frederick Goldberg. Mr. Goldberg.Goldberg retired from the Board on April 22, 2015 and no longer served on the committee as of such date, and Mr. Finkelstein was added to the committee effective that date. During 2013,2015, none of our executive officers served on the compensation committee (or equivalent body) or board of directors of another entity whose executive officer served on the Personnel and Compensation Committee.

Shareholder Communications with the Board of Directors

Shareholders and other interested parties may communicate with the Board by writing to the Chairman of the Board c/o Columbia’s Corporate Secretary, Columbia Banking System, Inc., 1301 “A” Street, Tacoma, Washington, 98402-4200. These communications will be reviewed by our Corporate Secretary and if they are relevant to, and consistent with, our operations and policies, they will be forwarded to the Chairman of the Board.

14

BOARD STRUCTURE AND COMPENSATION

How often did the2015 Board of Directors meet during 2013?Meetings

The Board met 1113 times during 2013.2015. Each director attended at least 75% of the total number of meetings of the Board and committees on which he or she served. Columbia directors are expected to attend the annual shareholder meetings.meeting. Last year, all of our directors who were then serving on the Board attended the annual shareholder meeting. During 2013,2015, the independent directors held 10 meetings without management present.

What committees has the Board established?Committees

The Board has established, among others, an Audit Committee, a Personnel and Compensation Committee, a Corporate Governance and Nominating Committee, and an Enterprise Risk Management Committee.

The following table shows the membership of the variousthese committees during 2013.2015.

Committee Membership

Audit Committee. The Audit Committee is comprised of five directors, each of whom is considered “independent” as defined by the NASDAQ listing standards and applicable SEC rules. The Audit Committee operates under a formal written charter, a copy of which is posted on our website. The Board has determined that each of Messrs.Mr. Dietzler and Regis and Ms. Numata are “Audit Committee Financial Experts” as defined by SEC rules. Mr. Regis served on the Audit Committee until his retirement from the Board on April 22, 2015.

The Audit Committee is responsible for the oversight of the quality and integrity of Columbia’s financial statements, its compliance with legal and regulatory requirements, the qualifications and independence of its independent auditors, the performance of its internal audit function and independent auditors and other significant financial matters. In discharging its duties, the Audit Committee is expected to, among other things:

15

Personnel and Compensation Committee. The Personnel and Compensation Committee is comprised of fourfive directors, each of whom is considered independent as defined by the NASDAQ listing standards and applicable SEC and IRS rules. Mr. Goldberg was member of the committee until his retirement from the Board on April 22, 2015. The Personnel and Compensation Committee is charged with the responsibility of reviewing the performance of our Chief Executive Officer and other key employees and determines, approves and reports to the Board on the elements of their compensation and long-term equity based incentives. The Committeecommittee may periodically retain an independent consultant to assist the Committeecommittee in its deliberations regarding executive compensation for the Chief Executive Officer and other key executives. The Committeecommittee is directly responsible and has full authority for the appointment, compensation and oversight of compensation consultants, legal counsel and any other advisors retained by the Committee.committee. The Committeecommittee solicits and receives input and recommendations from the Chief Executive Officer with respect to the compensation of the other executive officers. In addition, the Executive Vice President and Chief Human Resources DirectorOfficer assists the Committeecommittee in its work.

In 2013,2015, the Personnel and Compensation Committee commissioned Pearl Meyer and Partners (“Pearl Meyer”), an independent outside compensation consultant, to conduct a study of the Company’s executive compensation compared to a peer group comprised of other publicly traded financial services companies. The Committeecommittee used this report as a reference in making 2013 compensation decisions. The Pearl Meyer report provided information on executive base salaries and short-term and long-term incentives based on competitive data from published proxy filings of an updated peer group of 1716 bank holding companies. In addition, in late 2013 the Committee engaged Pearl Meyer to develop a preliminary long term incentive plan framework. Pearl Meyer’s work for this engagement included summarizing general plan terms included within Columbia’s Amended and Restated Stock Option and Equity Compensation Plan (“Current Equity Plan”) and, developing recommended adjustments to key terms for the 2014 Equity Plan that is being submitted to shareholders for approval at the 2014 Annual Meeting. Further information relating to the Pearl Meyer report is discussed in the section entitled ““Compensation Discussion and Analysis.Analysis.”

In addition, the Personnel and Compensation Committee:

The Personnel and Compensation Committee operates under a written charter, a copy of which is posted on our website. The Committeecommittee meets as needed, and may delegate to one or more of its members the responsibility of meeting with consultants and management to obtain information for presentation and consideration by the entire committee.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is comprised of fourfive directors, each of whom is considered “independent” as defined by the NASDAQ listing standards, and is responsible for recommending a slate of directors to the full Board for election at the annual meeting, recommending directors to fill vacancies as they occur, and monitoring of Columbia’s corporate governance principles and practices and making appropriate recommendations for enhancements or other changes to the full Board.

The Corporate Governance and Nominating Committee will consider nominees recommended by shareholders provided that the recommendations are made in accordance with the procedures described in this

16

proxy statement under the section ““GeneralInformation About Information—When are proposals and director nominations for the 2017 Annual Meeting due?”—How do I nominate someone to be a director?” The Committeecommittee evaluates all candidates, including shareholder-proposed candidates, using generally the same methods and criteria. The Corporate Governance and Nominating Committee operates under a formal written charter, a copy of which is posted on our website.

In deciding whether to recommend incumbent directors for re-nomination, the Committeecommittee evaluates Columbia’s evolving needs and assesses the effectiveness and contributions of its existing directors. The Committeecommittee is authorized to establish guidelines for the qualification, evaluation and selection of new directors to serve on the Board. The Committeecommittee has not adopted, nor does it anticipate adopting, specific minimum qualifications for Committee-recommendedcommittee-recommended nominees, nor has the Committeecommittee adopted a formal policy relating to Board diversity, although the Committeecommittee and the Board value and seek to include members with a diversity of backgrounds, professional experience and skills relevant to the Company. The Committeecommittee instead evaluates each nominee on a case-by-case basis, including assessment of each nominee’s business experience, involvement in the communities served by Columbia, and special skills. The Corporate Governance and Nominating Committee also evaluates whether the nominee’s skills are complementary to existing Board members’ skills, and the Board’s need for operational, management, financial, technological or other expertise.

The Committeecommittee has the authority and responsibility to monitor and review the appropriateness of the Company’s principles and practices of corporate governance, including its Corporate Governance Policy, in light of emerging standards and best practices and the needs of the Company and its shareholders, and make such recommendations to the full Board as the Committee considers appropriate. The Committeecommittee also has the authority and responsibility to review the level and form of director compensation, taking into account such factors as the compensation paid to directors of comparable companies, and recommends any changes to the full Board for consideration. The process and procedures used in determining Board compensation for 20132015 are discussed in the section below.below.

Enterprise Risk Management Committee. The Enterprise Risk Management Committee (“ERM(the “ERM Committee”) was formed in 2009 and is comprised of fourfive directors, each of whom is considered independent under NASDAQ rules. Messrs. Goldberg, Regis and Will were members of the ERM Committee and discontinued their service after their retirement from the Board in April 22, 2015. The ERM Committee works closely with the Audit Committee and is responsible for the oversight of Columbia’s policies, procedures, and practices related to business, market, and operational risks as they impact the strategic, operational, reporting, and compliance objectives of its strategic plan. The ERM Committee is responsible for reporting risk issues and events to the Board of Directors and providing the Board with necessary oversight and advice to set risk tolerances.

How does the Board exercise its authority for risk oversight?Risk Oversight

The Board has ultimate authority and responsibility for overseeing risk management at Columbia. Some aspects of risk oversight are fulfilled at the full Board level. For example, the Board regularly receives reports from management on credit risk, liquidity risk and operational risk. The Board delegates other aspects of its risk oversight function to its committees. The Audit Committee oversees financial, accounting and internal control risk management; the head of the Company’s internal audit function reports directly to the Audit Committee. The executive officers regularly report directly to the entire Board and to appropriate Board committees with respect to the risks they are responsible for managing.

The oversight role of the ERM Committee is responsible for the oversight of Columbia’s policies, procedures, and practices related to ensure thatbusiness, market, and operational risks that couldas they impact the strategic, plan are appropriately identified, addressedoperational, reporting, and monitored by the appropriate risk management personnel.compliance objectives of its strategic plan.

The Personnel and Compensation Committee oversees the management of risks that may be posed by the Company’s compensation practices and programs. As part of this process, the Personnel and Compensation Committee is responsible for reviewing the compensation policies and practices for all employees, not just executive management. In its review of these policies and practices, the Personnel and Compensation Committee has determined that the current policies and practices do not create or encourage risks that are reasonably likely to have a material adverse effect on the Company.

17

Director Compensation

The Corporate Governance and Nominating Committee has authority over director compensation subject to the Board’s authority to approve changes. Directors receive compensation in the form of cash and, as applicable, equity awards in the form of restricted stock or, in the past, stock options. We do not pay directors who are also employees of Columbia or Columbia Bank additional compensation for their service as directors.

The following table shows compensation paid or accrued for the last fiscal year to our non-employee directors. The footnotes to the table describe the details of each form of compensation paid to directors.

20132015 Director Compensation Table

Amount shown for Mr. FolsomEerkes represents (i) retainer in the amount of $35,000; (ii) $25,000 received as chairman of the Audit Committee; and (iii) aggregate per meeting board and committee attendance fees of $8,250 and $6,500, respectively.

Amount shown for Mr. Goldberg represents (i) retainer in the amount of $35,000; (ii) $7,500 received as chairman of M&A Committee; and (iii) aggregate per meeting board and committee attendance fees of $8,250 and $10,000, respectively.

Amount shown for Mr. Hulbert represents (i) retainer in the amount of $35,000; (ii) $12,000 received as chairman of Compensation Committee; and (iii) aggregate per meeting board and committee attendance fees of $8,250 and $18,000, respectively.

Amount shown for Ms. Lantow represents (i)a retainer in the amount of $35,000; and (ii) aggregate per meeting board and committee attendance fees of $8,250$11,000 and $9,000, respectively.$13,000, respectively

Amount shown for Mr. MatsonElsaesser represents (i) a retainer in the amount of $11,667;$35,000; (ii) $6,000 received as chairman of the Trust Committee; and (ii)(iii) aggregate per meeting board and committee attendance fees of $3,000$11,000 and $3,000, respectively, through his retirement date of April 24, 2013.$16,000, respectively.

Amount shown for Ms. NumataMr. Finkelstein represents (i) a retainer in the amount of $35,000; and (ii) aggregate per meeting board and committee attendance fees of $7,500$11,000 and $12,500,$15,000, respectively.

18

Amount shown for Mr. RegisFolsom represents (i) a retainer in the amount of $35,000; (ii) $7,500$5,000 received as chairman of E.R.M. Committee;the Audit Committee until May 2015; (iii) $6,000 received as chairman of the ERM

Committee, beginning in May 2015; and (iv) aggregate per meeting board and committee attendance fees of $11,000 and $27,000, respectively.

Amount shown for Mr. Goldberg represents (i) a retainer in the amount of $11,667 (ii) $3,000 received as chairman of the M&A Committee until his retirement in April 2015; and (iii) aggregate per meeting board and committee attendance fees of $8,250$4,000 and $7,000, respectively, through his retirement date of April 22, 2015.

Amount shown for Mr. Hulbert represents (i) a retainer in the amount of $35,000; (ii) $4,000 received as chairman of the Compensation Committee until May 2015; (iii) $6,000 received as chairman of the M&A Committee beginning in May 2015; and (iv) aggregate per meeting board and committee attendance fees of $11,000 and $24,000, respectively.

Amount shown for Ms. Lantow represents (i) a retainer in the amount of $35,000; (ii) $8,000 received as chairwoman of the Compensation Committee beginning in May 2015; and (iii) aggregate per meeting board and committee attendance fees of $10,000 and $12,000, respectively.

Amount shown for Mr. RodmanMs. Numata represents (i) a retainer in the amount of $11,667;$35,000; and (ii) aggregate per meeting board and committee attendance fees of $11,000 and $18,000, respectively.

Amount shown for Mr.��Regis represents (i) a retainer in the amount of $11,667; (ii) $3,000 received as chairman of the ERM Committee until May 2015; and $1,500,(iii) aggregate per meeting board and committee attendance fees of $4,000 and $4,000, respectively through his retirement date of April 24, 2013.22, 2015.

Amount shown for Ms. Seaton represents (i) a retainer in the amount of $35,000; and (ii) aggregate per meeting board and committee attendance fees of $10,000 and $12,000, respectively.

Amount shown for Mr. Weyerhaeuser represents (i) a retainer in the amount of $35,000; (ii) $25,000$45,000 received as Chairman of the Board; and (iii) aggregate per meeting board and committee attendance fees of $7,500$11,000 and $12,500,$24,000, respectively.

Amount shown for Mr. Will represents (i) a retainer in the amount of $35,000;$11,667; (ii) $7,500$3,000 received as Chairman of the Trust Committee;Committee until May 2015; and (iii) aggregate per meeting board and committee attendance fees of $7,500$4,000 and $6,500, respectively.$3,000, respectively, through his retirement date of April 22, 2015.

Cash Compensation. Non-employee directors are paid an annual retainer as compensation plus a per meetingper-meeting attendance fee for service as a director. Members of the Audit, Personnel and Compensation and Corporate Governance and Nominating Committees, respectively, receive an additional per meeting attendance fee.fee for committee meetings. The Chairman of the Board and Chairmen of the Audit, the Personnel and Compensation, ERM and certain other committees receive an additional retainer in light of the increased demands associated with those positions. Non-employee directors may elect to defer the receipt of meeting and/or director fees in accordance with the terms of the Company’s Deferred Compensation Plan.

Equity Compensation.. Non-employee directors may from time to time be granted restricted stock awards pursuant to our Current Equity Plan, the material terms of which are discussed under the section ““ExecutiveExecutive Compensation – Compensation—Equity Compensation.” Restricted stock awards generally vest over a pre-determinedpredetermined period.

From time to time, we grant nonqualified stock options to our directors. These options are granted under the Equity Compensation Plan, and generally vest (i.e. become exercisable) three years from the date of grant, unless different vesting is approved by the Corporate Governance and Nominating Committee. The options may be exercised for a period of five years after they vest. If a director dies, becomes disabled, or retires (defined to mean a termination of directorship with at least five years of service or after attaining the age of 75), all options (whether or not vested) become immediately exercisable and may be exercised by the director or the director’s estate for a period of five years or until the expiration of the stated term of the option. If a director terminates service on the Board for any reason other than death, disability or retirement, all options, to the extent then exercisable, must be exercised within 90 days unless the term for exercise is extended by the Board. If any director is removed by shareholders, all options will immediately terminate.

Long Term Care Program.. In 2001, we implemented a long-term care program for directors serving at that time, which provides benefits in the event those individuals become chronically ill. The coverage is for a period of three years up to a lifetime, depending on the age of the director, and the amount of the benefit is based on the director’s years of service with Columbia after the inception of the long-term care program. We paid a one-time premium for the long-term care policies. Expenses are allocated to the

directors participating in the program on an annual basis. All directors covered by this plan are fully vested. If a director is terminated for cause, the director must reimburse Columbia for the full premium paid. A director must reimburse a percentage of the

19

premium if the director voluntarily resigns or chooses not to run for re-election. The long-term care program was available to all directors when the plan was implemented, including executive officers that were also directors. We have purchased Bank Owned Life Insurance policies to fund this program. The Board has no plans to extend the program to include futureany officers or directors.directors who were not directors in 2001.

Deferred Compensation Plan.. We maintain a deferred compensation plan known as the 401 Plus Plan (the “Deferred Compensation Plan”) for certain directors, a select group of senior management and key employees, as designated by resolution of the Board. The Deferred Compensation Plan is a program undergenerally provides for the management incentive plans pursuant to whichdeferral of certain taxable income earned by participants in the Deferred Compensation Plan. Non-employee directors may deferelect to have any portion, up to 100%, of their total retainer fees. his or her director’s fees deferred.

Stock Ownership Guidelines.The termsBoard has approved stock ownership guidelines that require directors to achieve a stock ownership position of this planat least 7,000 shares within five years of joining the Board. As of year-end 2015, all directors owned shares of Columbia’s stock. At year-end 2015, Mr. Dietzler, who joined the Board in April 2013, Ms. Seaton, who joined the Board in May 2014, and Messrs. Eerkes and Finkelstein, both of whom joined the Board in September 2014, have not yet met the ownership guidelines but are described under“Executive Compensation – Deferred Compensation Plan.”expected to within the five year deadline specified in the guidelines. All other directors have exceeded the ownership guidelines.

Report of the Personnel and Compensation Committee on Executive Compensation

The Personnel and Compensation Committee of the Board of Directors makes the following report which, notwithstanding anything to the contrary set forth in any of Columbia’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, will not be incorporated by reference into any such filings and will not otherwise be deemed to be proxy soliciting materials or to be filed under such Acts.

The Personnel and Compensation Committee of the Board (the “Committee”) met and discussed with management the Compensation Discussion and Analysis (“CD&A”) required by Item 402(b) of Regulation S-K, and based on that review and discussion, the Committeecommittee recommended to the Board that the CD&A be included as part of this proxy statement and the 20132015 10-K Annual 10-K Report.

Members of the Personnel and Compensation Committee

Michelle M. Lantow, Chairwoman

Craig D. Eerkes

Mark A. Finkelstein

Thomas M. Hulbert Chairman

Frederick M. Goldberg

Michelle M. Lantow

S. Mae Fujita Numata

20

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

References to the “Committee” in this section refer to the Personnel and Compensation Committee.

Executive Summary

During 2013, we continued progress towardColumbia has substantially met our long statedlong-held goal of becoming thebeing a leading Pacific Northwest regional community bank.bank, with 149 branches in Washington, Oregon and Idaho. The past yearPersonnel and Compensation Committee (as referred to in this Compensation Discussion and Analysis, the “Committee”) made compensation decisions for our executive team in the context of this achievement and other core performance results.

2015 Financial Results

2015 Compensation Discussion and Analysis:

These executive compensation actions resulted inan emphasis on long-term financial performance. Even with these adjustments, total direct compensation thatfor our Named Executives remains below market levels when compared to our peers. See section“

The Role of Benchmarking” below.

Company Philosophy

Our goal is to betable below shows the leading Pacific Northwest regional community bank, with a significant presence2015 total target direct compensation for our Named Executives. The Committee focuses on target direct compensation as shown below in selected markets, and to consistently increase earnings per share and shareholder value. Management believes that there continues to be opportunity for organic growth based upon our 140 branch footprint and the organization’s commitment to delivering exceptional customer service and quality products, and growth through

As with all of our employees, we strive to assist our executives in meeting their retirement income, health care, disability income, time-offtime off and other needs through competitive, cost-effective, Company-sponsored programs that provide individuals with reasonable flexibility in the context of their individual circumstances.

The combination of these key elements enables us to reinforce our pay-for-performance philosophy, as well as strengthen our ability to attractcircumstances, and retain highly qualified executives. We believe that this combination of programs provides an appropriate mix of fixed and variable pay, promotes creating long-term shareholder value, and helps us recruit and retain top executives.

Decisions regarding executive total compensation program design, and individual pay, are made in the context of the total compensation philosophy outlined above, including our financial performance. We believe that this approach best serves the interests of our shareholders. It enables us to meet the requirements of the highly competitive banking environment in which we operate, while compensating executive officers in a way that advances both the short-term and long-term interests of our shareholders.

27

Base Salary

Our goal is to provide base salary levels that reflect a combination of factors, including competitive pay levels relative to our Peer Group, the executives’ individual performance, the executives’ experience and tenure, and our overall annual budget (which takes into account Company financial performance).

Short-Term Cash Bonus Compensation

Short-term cash bonuses are used to drive and reward annual financial results and progress toward Company and individual strategic goals. The Company formerly applied a scorecard approach with pre-set performance targets. However, beginning in 2011, the Committee adopted a more balanced approach, with no predetermined formulas for determining bonus payouts, to provide a better framework for the Committee to exercise appropriate discretion while still measuring performance against key financial and operating metrics. Under this approach, the Committee evaluates the Company’s performance relative to both the annual business plan and to comparable financial institutions. For 2013 bonus award decisions, the Committee focused on the following key financial and operating results:

The Committee also compared the Company’s 2013 results to its Peer Group with metrics that reflect profitability, shareholder return, asset growth and capital management. Of the fifteen separate metrics reviewed, the Company’s results for 2013 placed it at or above the median in thirteen of the fifteen financial metrics reviewed.

Based on these 2013 results, the Peer Group comparison and the Committee’s subjective assessment of each individual executive’s performance, the Committee approved annual bonus awards to the Named Executives for 2013participate in these and other benefits to the same extent as follows:

28

The bonus award amounts for the two executive vice presidents were slightly above target levels which the Committee felt was appropriate based on the overall results as highlighted above. The Committee recommended,other employees. These benefits include medical and dental insurance, disability insurance, and the full Board approved, an above target bonus award for Ms. Dressel based on the results highlighted above and her outstanding strategic leadership. In particular, the Board noted Columbia’s total shareholder return compared to relevant bank indices and the improvement in core performance measures when comparing 2013 to 2012. This positive trend was directly attributable to Columbia’s ongoing strategic initiatives resulting in solid loan growth, improved credit quality metrics, increased levels of noninterest income, controlled expenses, and the continued integration of the West Coast acquisition.

Mr. Roberts retired in June, 2013 and Mr. Nelson retired in September, 2013.

Long-Term Equity Incentive Compensation

Our compensation philosophy is that executive officers and other key management should have a meaningful portion of their total compensation opportunity tied to shareholder return that is directly aligned with our long-term vision of growth and profitability. Our use of stock-based compensation is an important element of employee compensation that facilitates the alignment of management’s goals with the goals of the shareholders and furthers the retention of executive management and other key employees. Long-term equity incentive awards forCompany’s 401(k) Plan. The Named Executives consist of restricted stock awards, which generally vest over a period of four years. Our use of stock-based compensation is based on the principles that:

In establishing award levels, we do not consider the equity ownership levels of the recipients or prior awards that are fully vested, because each equity award is awarded as an incentive to drive future shareholder return and to promote retention.

In determining the value of equity awards to executives, the Committee considers comparisons to peers. Additionally, however, the Committee also considers awards to executives compared to the level of equity awards offered to other Company employees. In 2013, giving equal weighting to both of these factors resulted in equity awards for Company executives that were below market levels as compared to our Peer Group.

In early 2013, the Compensation Committee engaged Pearl Meyer to develop a long term incentive strategy and framework for Columbia’s executive officers, specifically focused on potentially introducing performance-vested share grants into future long term incentive awards. The report from this engagement was presented to the Committee in February 2013. After reviewing the report the Committee determined to proceed currently with time-vested restricted stock grants consistent with prior practice. The Committee further concluded that the then impending acquisition of West Coast would likelyBancorp. These perquisites have a material influence on the ultimate total compensation structure, including long term incentive strategy. Following completion of the West Coast acquisition, the Committee engaged Pearl Meyer to develop a new equity plan which was presented to the Committee in December 2013. The 2014 Equity Plan incorporates certain changes recommended by Pearl Meyer, including adding certain performance-based compensation criteria. See“Proposal No. 2 – Approval of 2014 Stock Optionbeen discontinued and Equity Compensation Plan” below.

Typically, annual grants to executives occur in February of each year. When appropriate, the Committee considers, on a discretionary basis, off-cycle grants in addition to regular annual grants. As an example, off-cycleare no longer provided.

29

grant modifications are considered upon retirement of key senior executives as a means for the Board to provide special recognition and appreciation for outstanding service to shareholders. In 2013, two instances of off-cycle grant modifications occurred involving Named Executives. In June 2013, the Board approved accelerating the vesting of 3,494 shares of an unvested Restricted Stock award for 6,650 shares previously granted to Mr. Roberts, in connection with his retirement from Columbia. In determining the size of this off-cycle, retirement grant award modification, the Board reviewed the number of restricted, unvested shares Mr. Roberts had remaining from prior years’ share awards (6,650 shares). A calculation was done to prorate the percentage of “vesting progress” on the unvested shares based on his June, 2013 retirement date using the standard four-year vesting schedule for prior annual awards. This calculation resulted in the modified award total of 3,494 shares. In September 2013, the Board approved accelerating the vesting of 5,641 shares of an unvested Restricted Stock award for 12,700 shares previously granted to Mr. Nelson, in connection with his retirement from Columbia. In determining the size of Mr. Nelson’s modified grant award, the Board used the same calculation described above with respect to Mr. Roberts.

Columbia does not coordinate the timing of equity award grants with the release of material non-public information. Equity award values are based on the closing market price of our stock on the date the Board approves the grant.

Clawback Policy for the Recovery of Incentive Compensation

We have adopted a policy for the recovery of incentive compensation under certain circumstances. Under this policy, the Company will recover incentive compensation awarded to current or former executive officers (during the preceding three years) if the Company restates its financial results due to material noncompliance with any financial reporting requirement under the securities laws, to the extent the original awards exceeded the amounts that would have been paid under the restated results.

Stock Ownership GuidelinesGuidelines; No-Hedging

The Company has adopted stock ownership guidelines for its executive officers. The guidelines are intended to help closely align the financial interests of these officers with those of our shareholders. Officers are expected to make continuing progress towards compliance with the guidelines during a five-year period from theirhis or her appointment as an executive officer.

The ownership guidelines as applied to the Named Executives are as follows: (1) senior executive officers (currently including the positions of Chief Executive Officer, PresidentCEO and Chief Operating Officer)Officer each have a required minimum ownership of approximately 28,000 shares; and (2) Executive Vice Presidents,the Chief Financial Officer, Chief Credit Officer and Chief FinancialHuman Resources Officer each have a required minimum ownership of 21,000 shares. At year-end 2013, all such executive officers have2015, Ms. Dressel and Mr. McDonald had exceeded the required minimum except forminimum. Mr. Stein, who was promoted to EVP and Chief Financial Officer in August 2012.2012, Mr. Stein isLawson, who was appointed to the role of Chief Human Resources Officer in July of 2013, and Mr. Robbins, who was appointed to the role of Chief Operating Officer in March 2014 are all expected to meet the five year deadlinefive-year target date for compliance specified in the guidelines. At the time of their respective retirements, both Mr. Nelson and Mr. Roberts had previously satisfied the minimum ownership requirement.

The BoardCompany has also approved stock ownership guidelinesadopted insider-trading policies that requireprohibit directors, executive officers and certain other individuals from (1) trading in any put, call, short sale or other derivative securities relating to achieve a stock ownership position of at least 7,000 shares within five years of joining the Board. As of year-end 2013, all directors owned sharesCompany’s securities and (2) engaging in any hedging transactions with respect to any of the Company’s stock. At year-end 2013, Mae Numata and Michelle Lantow, both of whom joined the Board in early 2012, and David Dietzler, who joined the Board in April 2013, have not yet met the ownership guidelines but are expected to within the five year deadline specified in the guidelines. All other directors have exceeded the ownership guidelines.securities.

Retirement Benefits

We believe that a retirement plan for our executive officers is an important part of the total compensation package and provides a mechanism for attracting and retaining superior executives. We have not adopted a

30

formal pension plan but, instead, have historically provided retirement benefits to our executives in the form of Supplemental Executive Retirement Plans (SERPs), Unit Plans, and a Deferred Compensation Plan.

In 2001, the Company implemented a SERP for certain executive officers to provide retirement benefits to those officers. The SERP provides a fixed lifetime annual retirement benefit, the amount of which declines to the extent the executive retires before normal retirement age. The SERPs serve a retention purpose by vesting over five years (ten years for Mr. Nelson), and by restricting the executive from working for a competitor during the benefit distribution period. A more detailed description of the SERPs is located in the section entitled “Post Employment and Termination Benefits” below. Columbia provided SERPs to Ms. Dressel and Mr. Nelson in 2001 and 2003, respectively.

Starting in 2004, the Company began using supplemental compensation arrangements, which we call “Unit Plans,” to provide retirement benefits for executive officers instead of SERPs. Like the SERPs, the Unit Plans served a retention purpose by vesting over five to ten years, and by restricting the executive from working for a competitor during the benefit distribution period. Between 2004 and 2012, we awarded three separate Unit Plans to Mr. McDonald, Executive Vice President and Chief Credit Officer, and a Unit Plan to Mr. Stein, Executive Vice President and Chief Financial Officer and Mr. Roberts, Executive Vice President and Director of Human Resources.

In 2013, the Committee approved offering SERPs to all of the Named Executives to replace the current Unit Plans. As a result, the Company entered into SERPs with each of Messrs. McDonald, Stein and Roberts and their respective Unit Plans were frozen at the then current rates. Their SERPs are generally the same as those of Ms. Dressel and Mr. Nelson, except their SERP’s vest over 20 years of service instead of five or ten as was the case for Ms. Dressel and Mr. Nelson (such shorter vesting period also serving as an “entrepreneurial reward” to recognize the contributions of executive officers who helped found and build Columbia in its initial years of existence). In addition, the SERPs for Messrs. McDonald, Stein and Roberts provide that amounts drawn under their SERP’s will be reduced by the amount that is attributable to each respective Unit Plan. This approach will provide these executives with a retirement benefit that is consistent with Columbia’s compensation philosophy while optimally leveraging the expense already incurred in funding the Unit Plans. A more detailed description and discussion regarding payments under the SERPs and Unit Plans for Messrs. McDonald, Stein and Roberts is set forth under“Post Employment and Termination Benefits” below.

Executive Deferred Compensation Plan. As more fully described under “Post Employment and Termination Benefits” below, we also provide non-employee directors and highly-compensated employees (as defined by IRS rules) with the opportunity to defer compensation because their participation in our 401(k) Plan is limited under federal income tax rules and we believe they should have other similar means of saving for retirement. Currently, interest paid on the participant deferrals is 3-month LIBOR (the “London Interbank Offered Rate”) plus 3.58%.

Executive Employment and Change-in-Control Agreements

Ms. Dressel serves as President and Chief Executive Officer of Columbia and Columbia Bank pursuant to an employment agreement entered into effective August 1, 2004, which is described in detail in the section entitled “Post Employment and Termination Benefits” below. We believe that an employment agreement helps protect the interests of our shareholders in a number of meaningful ways. First, it guarantees continuity of leadership through retention. Second, it contains a non-compete provision that remains in force for duration of the pay-out period. Third, and perhaps most importantly, through severance and change-in-control provisions the employment agreement reduces potential concerns from shareholders about the degree to which the Chief Executive Officer is affected by short-term prospects for continued employment when making key strategic, long-term decisions.

The Company has entered into change-in-control agreements with the Named Executives other than Ms. Dressel, which are described in detail in the section entitled “Post Employment and Termination Benefits.”

31

The change-in-control agreements contain provisions, similar to those in Ms. Dressel’s employment agreement, that require payments in the event of termination of employment related to a change-in-control. These arrangements are “double trigger,” meaning that because they provide payments only upon a termination of employment in connection with a change-in-control, no covered executive will receive payments due to a change-in-control alone.

Perquisites and Other Benefits

The Named Executives do not receive any perquisites or similar benefits such as Company-provided cars, car allowances, or country club memberships. Executives participate in other benefits to the same extent as other employees. These benefits include medical and dental insurance, disability insurance, and the Company’s 401(k) Plan.

The Company adopted a policy on luxury expenditures which we have elected to maintain in effect even though it is no longer required because the policy aligns with the Company’s executive compensation philosophy and is emblematic of our strong corporate governance culture. Since we do not offer perquisites to executives, adoption of the policy did not require us to limit or eliminate any element of executive compensation.

Impact of Tax Treatment of Compensation

The Committee and management have considered the accounting and tax impacts of various programs designed to balance the potential cost to the Company with the benefit/value to the executive. The Committee generally seeks to maximize deductibility of executive compensation under Internal Revenue Code (“Code”) Section 162(m) while retaining discretion to compensate executives in a manner commensurate with performance and the competitive market for executive talent. In this context, the Committee acts in a manner that, in its judgment, is in the best interests of the Company. In 2014, we adopted and our shareholders approved the 2014 Plan, which allows for the grant of awards that qualify as performance-based compensation under Section 162(m).

32

Compensation Tables

The following table shows compensation paid or accrued forin the last three fiscal years toshown for Columbia’s Chief Executive Officer, Chief Financial Officer and each of the other Named Executives, including two executives who would have been named in the table had they not retired during 2013.Executives.

2015 Summary Compensation Table