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 27, 2020
COLUMBIA BANKING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction
of incorporation)
| | |
000-20288 | | 91-1422237 |
(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
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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading symbol | | Name of each exchange on which registered |
Common Stock, No Par Value | | COLB | | The Nasdaq Stock Market LLC |
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 27, 2020, Columbia Banking System, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”). There were 71,575,503 shares outstanding and entitled to vote at the 2020 Annual Meeting; of those shares 66,540,919 were present in person or by proxy. The following matters were voted upon at the 2020 Annual Meeting:
| | 1. | The election of eleven directors to serve on the Company’s Board of Directors until the 2021 Annual Meeting or until their successors have been elected and have qualified; |
| | 2. | An advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers; and |
| | 3. | An advisory (non-binding) resolution to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. |
The following is a summary of the voting results for the matters voted upon by the shareholders.
1. Election of Directors
| | | | | | | | | | | | | | | | |
Director’s Name | | Votes For | | | Votes
Against | | | Abstentions | | | Broker
Non-Votes | |
Craig D. Eerkes | | | 62,180,400 | | | | 183,786 | | | | 19,829 | | | | 4,156,904 | |
Ford Elsaesser | | | 62,303,861 | | | | 56,638 | | | | 23,516 | | | | 4,156,904 | |
Mark A. Finkelstein | | | 62,293,066 | | | | 69,842 | | | | 21,107 | | | | 4,156,904 | |
Eric S. Forrest | | | 62,299,792 | | | | 65,098 | | | | 19,125 | | | | 4,156,904 | |
Thomas M. Hulbert | | | 61,531,116 | | | | 828,898 | | | | 24,001 | | | | 4,156,904 | |
Michelle M. Lantow | | | 62,300,714 | | | | 51,726 | | | | 31,575 | | | | 4,156,904 | |
Randal L. Lund | | | 62,291,998 | | | | 53,607 | | | | 38,410 | | | | 4,156,904 | |
S. Mae Fujita Numata | | | 62,322,450 | | | | 46,809 | | | | 14,756 | | | | 4,156,904 | |
Elizabeth W. Seaton | | | 62,319,638 | | | | 46,913 | | | | 17,464 | | | | 4,156,904 | |
Clint E. Stein | | | 62,299,616 | | | | 61,204 | | | | 23,195 | | | | 4,156,904 | |
Janine T. Terrano | | | 62,327,408 | | | | 36,951 | | | | 19,656 | | | | 4,156,904 | |
2. Advisory (non-binding) Approval of Executive Compensation
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
60,772,543 | | 977,760 | | 633,712 | | 4,156,904 |
3. Advisory (non-binding) Ratification of Appointment of Independent Public Accounting Firm
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
65,541,355 | | 925,198 | | 74,366 | | — |
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.
| | | | |
Date: June 1, 2020 | | COLUMBIA BANKING SYSTEM, INC. |
| | | | | |
| | By: | | /s/ David C. Lawson |
| | | | David C. Lawson |
| | | | Executive Vice President, Chief Human Resources Officer |
