UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 28, 2010
COLUMBIA BANKING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Washington | | 0-20288 | | 91-1422237 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| 1301 A Street | | |
| Tacoma, WA | | 98402 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (253) 305-1900
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Items to be Included in this Report
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 28, 2010, of 28,233,727 shares outstanding and entitled to vote at our annual meeting, 24,742,278, or 87.6%, which constituted a quorum, were represented in person or by proxy, and the following three matters were voted upon and approved by our shareholders at the 2010 Annual Meeting:
| 1. | The election of nine members to our board of directors; |
| 2. | Approval of the Advisory (Non-binding) Resolution - Executive Compensation; |
| 3. | Ratification of Deloitte & Touche LLP as independent registered public accountants. |
The following is a summary of the voting results for each matter presented to the shareholders:
Proposal 1. - Election of Directors:
| Nominee | | Votes "For" | | Votes "Withheld" |
| Melanie J. Dressel | | 21,394,855 | | 292,621 |
| John P. Folsom | | 21,374,750 | | 310,446 |
| Frederick M. Goldberg | | 21,610,648 | | 72,575 |
| Thomas M. Hulbert | | 21,391,379 | | 291,974 |
| Thomas L. Matson, Sr. | | 21,366,537 | | 316,964 |
| Daniel C. Regis | | 21,604,857 | | 78,044 |
| Donald Rodman | | 21,349,397 | | 332,391 |
| William T. Weyerhaeuser | | 21,385,935 | | 295,169 |
| James M. Will | | 21,377,235 | | 309,273 |
Proposal 2. – Advisory (Non-binding) Vote on Executive Compensation:
| Shares Voted "For" | | Shares Voted "Against" | | Abstentions |
| 24,106,609 | | 270,299 | | 365,370 |
Proposal 3. – Ratification of Independent Registered Public Accountants:
| Shares Voted "For" | | Shares Voted "Against" | | Abstentions |
| 24,396,153 | | 214,756 | | 131,369 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | |
| | | COLUMBIA BANKING SYSTEM, INC. |
| | |
| Date: May 3, 2010 | | /s/ Clint E. Stein |
| | | Clint E. Stein |
| | | Senior Vice President and Chief Accounting Officer |
