(Exact name of registrant as specified in its charter)
Washington
000-20288
91-1422237
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1301 A Street
Tacoma, WA98402-2156
(Address of principal executive offices and zip code)
(253) 305-1900
(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))
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 April 27, 2022, Columbia Banking System, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). There were 78,706,184 shares outstanding and entitled to vote at the 2022 Annual Meeting; of those shares 70,983,256 were present in person or by proxy. The following matters were voted upon at the 2022 Annual Meeting:
1.The election of twelve directors to serve on the Company's Board of Directors until the 2023 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, 2022.
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
66,661,632
564,003
131,455
3,626,166
Laura Alvarez Schrag
66,658,833
555,559
142,698
3,626,166
Ford Elsaesser
66,982,502
229,117
145,471
3,626,166
Mark A. Finkelstein
66,980,438
244,315
132,337
3,626,166
Eric S. Forrest
66,901,337
361,644
94,109
3,626,166
Michelle M. Lantow
66,317,709
896,715
142,666
3,626,166
Randal L. Lund
66,860,501
364,283
132,306
3,626,166
Tracy Mack-Askew
66,887,066
341,181
128,843
3,626,166
S. Mae Fujita Numata
66,312,369
917,904
126,817
3,626,166
Elizabeth W. Seaton
66,663,179
565,179
128,732
3,626,166
Clint E. Stein
66,929,243
295,555
132,292
3,626,166
Janine T. Terrano
66,888,296
339,773
129,021
3,626,166
2. Advisory (non-binding) Approval of Executive Compensation
Votes For
Votes Against
Abstentions
Broker Non-Votes
47,641,700
19,517,745
197,645
3,626,166
3. Advisory (non-binding) Ratification of Appointment of Independent Public Accounting Firm
Votes For
Votes Against
Abstentions
Broker Non-Votes
69,258,532
1,650,462
74,262
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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.
