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 and Exchange Act of 1934

Date of Report: April 17, 2019
(Date of earliest event reported)

Umpqua Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)

OREGON
(State or Other Jurisdiction of Incorporation or Organization)
000-25597
(Commission File Number)
93-1261319
(I.R.S. Employer Identification Number)

One SW Columbia Street, Suite 1200
Portland, Oregon 97258
(address of Principal Executive Offices) (Zip Code)

(503) 727-4100
(Registrant's Telephone Number, Including Area Code)

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 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.

(a)
Annual Meeting. On April 17, 2019, Umpqua Holdings Corporation held its annual meeting of shareholders. Holders of over 93% of the shares of common stock outstanding as of the meeting’s record date were present and voted at the meeting either in person or by proxy. There were 19,238,036 broker non-votes on the election of directors and say-on-pay matters.

(b)
Election of Directors. Shareholders elected the following nominees as directors, constituting the entire Board of Directors.

Peggy Y. Fowler
For
185,266,400
 
Against
167,779
 
Abstain
284,937
Stephen M. Gambee
For
181,375,043
 
Against
4,060,052
 
Abstain
284,019
James S. Greene
For
184,038,453
 
Against
1,386,069
 
Abstain
294,592
Luis F. Machuca
For
185,154,267
 
Against
267,339
 
Abstain
297,509
Cort L. O'Haver
For
184,810,781
 
Against
618,282
 
Abstain
290,051
Maria M. Pope
For
126,599,330
 
Against
58,846,469
 
Abstain
273,315
John F. Schultz
For
184,298,626
 
Against
1,106,614
 
Abstain
313,875
Susan F. Stevens
For
184,363,851
 
Against
1,085,844
 
Abstain
269,419
Hilliard C. Terry III
For
185,221,076
 
Against
181,560
 
Abstain
316,479
Bryan L. Timm
For
181,287,587
 
Against
4,110,226
 
Abstain
321,302
Anddria Varnado
For
185,220,296
 
Against
172,423
 
Abstain
326,396






At the annual meeting, shareholders also voted on the following matters:

Ratification of Independent Registered Public Accounting Firm. Shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, by the following vote:

Auditors
For
196,661,389
 
Against
7,308,006
 
Abstain
987,756
“Say-on-Pay.” Shareholders approved the compensation of the named executive officers as described in the Compensation Discussion and Analysis and the tabular and accompanying narrative disclosure of named executive officer compensation in the proxy statement for the 2019 annual meeting of shareholders by the following vote:
        
Executive Compensation
For
180,197,930
 
Against
3,379,493
 
Abstain
2,141,692





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.

 
UMPQUA HOLDINGS CORPORATION
(Registrant)

Dated:  April 19, 2019
By: /s/ Andrew H. Ognall
   Andrew H. Ognall
   Executive Vice President, General Counsel and Secretary