Document


 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)
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:
☐
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))

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 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:
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;
2.
A resolution to approve the 2018 Equity Incentive Plan;
3.
An advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers; and
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
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
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
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
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.
 
 
 
 
 
 
Date: May 25, 2018
 
COLUMBIA BANKING SYSTEM, INC.
 
 
 
 
 
By:
 
/s/ Kumi Baruffi
 
 
 
 
Kumi Y. Baruffi
Executive Vice President, General Counsel
and Corporate Secretary