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):
May 23, 2018
COLUMBIA BANKING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
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| Washington | | 0-20288 | | 91-1422237 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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: |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 23, 2018, Columbia Banking System, Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”). There were 73,206,039 shares outstanding and entitled to vote at the 2018 Annual Meeting; of those shares 68,330,473 were present in person or by proxy. The following matters were voted upon at the 2018 Annual Meeting:
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| 1. | The election of fourteen directors to serve on the Company’s Board of Directors until the 2019 Annual Meeting or until their successors have been elected and have qualified; |
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| 2. | A resolution to approve the 2018 Equity Incentive Plan; |
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| 3. | An advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers; and |
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| 4. | An advisory (non-binding) resolution to appoint Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. |
The following is a summary of the voting results for the matters voted upon by the shareholders.
1. Election of Directors
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| Director’s Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| David A. Dietzler | 62,594,532 | 133,884 | 53,396 | 5,548,661 |
| Craig D. Eerkes | 62,592,789 | 135,585 | 53,438 | 5,548,661 |
| Ford Elsaesser | 62,415,712 | 312,927 | 53,173 | 5,548,661 |
| Mark A. Finkelstein | 62,609,051 | 118,565 | 54,196 | 5,548,661 |
| John P. Folsom | 61,811,353 | 914,845 | 55,614 | 5,548,661 |
| Eric Forrest | 62,627,465 | 94,487 | 59,860 | 5,548,661 |
| Thomas M. Hulbert | 61,812,053 | 915,884 | 53,875 | 5,548,661 |
| Michelle M. Lantow | 62,285,606 | 442,942 | 53,264 | 5,548,661 |
| Randal Lund | 62,609,021 | 116,066 | 56,725 | 5,548,661 |
| S. Mae Fujita Numata | 62,438,470 | 292,124 | 51,218 | 5,548,661 |
| Hadley S. Robbins | 62,524,826 | 199,175 | 57,811 | 5,548,661 |
| Elizabeth W. Seaton | 62,638,220 | 92,516 | 51,076 | 5,548,661 |
| Janine Terrano | 62,650,287 | 78,197 | 53,328 | 5,548,661 |
| William T. Weyerhaeuser | 61,711,542 | 1,018,446 | 51,824 | 5,548,661 |
2. Approval of 2018 Equity Incentive Plan
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 61,377,910 | 1,294,722 | 109,180 | 5,548,661 |
3. Advisory (non-binding) Approval of Executive Compensation
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 60,647,441 | 2,017,965 | 116,406 | 5,548,661 |
4. Advisory (non-binding) Appointment of Independent Public Accounting Firm
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 67,284,949 | 988,058 | 57,466 | — |
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.
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| Date: May 25, 2018 | | COLUMBIA BANKING SYSTEM, INC. |
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| | | By: | | /s/ Kumi Baruffi |
| | | | | Kumi Y. Baruffi Executive Vice President, General Counsel and Corporate Secretary
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