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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 25, 2014

Umpqua Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

Oregon	001-34624	93-1261319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One SW Columbia, Suite 1200

Portland, Oregon 97258

(Address of Principal Executive Offices) (Zip Code)

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

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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 25, 2014, Umpqua Holdings Corporation (“Umpqua”) held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, Umpqua’s shareholders were asked to vote on the three proposals detailed in Umpqua’s Definitive Proxy Statement filed with the Securities and Exchange Commission on January 22, 2014 and first mailed to Umpqua’s shareholders on or about January 24, 2014.

Following is a summary of the voting results for the three proposals:

FIRST: Umpqua’s shareholders approved the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 11, 2013, by and between Umpqua and Sterling Financial Corporation (“Sterling”), pursuant to which Sterling will merge with and into Umpqua (the “Merger”), as set forth below:

	Shares Voted	Percent of Voted	Percent of Outstanding
For	89,463,217	98.95%	79.88%
Against	254,073	0.28%	0.23%
Abstain	699,403	0.77%	0.62%
Broker Non-votes	0	0	0

SECOND: Umpqua’s shareholders approved an amendment to the Restated Articles of Incorporation of Umpqua to increase the number of authorized shares of no par value common stock to 400,000,000, as set forth below:

	Shares Voted	Percent of Voted	Percent of Outstanding
For	88,947,517	98.38%	79.42%
Against	754,674	0.83%	0.67%
Abstain	714,502	0.79%	0.64%
Broker Non-votes	0	0	0

THIRD: A proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Merger Agreement and/or the amendment to the Restated Articles of Incorporation, was withdrawn, as sufficient votes were cast at the Special Meeting to approve the Merger Agreement and the amendment to the Restated Articles of Incorporation.

Item 8.01. Other Events

On February 26, 2014, Umpqua and Sterling issued a joint press release announcing that the shareholders of Umpqua and Sterling had each approved the Merger Agreement at special meetings of the shareholders of Sterling and Umpqua held on February 25, 2014. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference into this Item 8.01.

Item 9.01.

Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Joint Press Release of Umpqua Holdings Corporation and Sterling Financial Corporation, dated February 26, 2014

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 thereunto duly authorized.

	Umpqua Holdings Corporation

February 28, 2014	By:	/s/ Steven Philpott
	Name: Steven Philpott
	Title: Executive Vice President and General Counsel

Exhibit Number	Description
99.1	Joint Press Release of Umpqua Holdings Corporation and Sterling Financial Corporation, dated February 26, 2014

FOR IMMEDIATE RELEASE

Media Contacts
Eve Callahan	Cara Coon
SVP, Corporate Communications	VP, Communications and Public Affairs Director
503.727.4188	509.626.5348
evecallahan@umpquabank.com	cara.coon@bankwithsterling.com

Investor Contacts
Ron Farnsworth	Patrick J. Rusnak
EVP/Chief Financial Officer	EVP/Chief Financial Officer
503.727.4108	509.227.0961
ronfarnsworth@umpquabank.com	pat.rusnak@bankwithsterling.com

UMPQUA HOLDINGS CORPORATION AND STERLING FINANCIAL

CORPORATION SHAREHOLDERS OVERWHELMINGLY APPROVE

MERGER

Portland, Ore. and Spokane, Wash. - February 26, 2014 - Umpqua Holdings Corporation (NASDAQ: UMPQ) and Sterling Financial Corporation (NASDAQ: STSA) are pleased to announce that their respective shareholders have voted overwhelmingly to approve the companies’ Agreement and Plan of Merger, previously announced on September 11, 2013. Umpqua’s shareholders also approved an amendment to Umpqua’s articles of incorporation, effective at the closing of the merger, increasing the number of authorized shares of common stock to 400,000,000.

Completion of the merger, which provides for Sterling to merge into Umpqua, is expected in the second quarter of 2014, pending regulatory approvals and other customary closing conditions.

About Umpqua Holdings Corporation

Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon-based community bank recognized for its entrepreneurial approach, innovative use of technology, and distinctive banking solutions. Umpqua Bank has locations between San Francisco, California, and Seattle, Washington, along the Oregon and Northern California Coast, Central Oregon and Northern Nevada. Umpqua Holdings also owns a retail brokerage subsidiary, Umpqua Investments, Inc., which has locations in Umpqua Bank stores and in dedicated offices in Oregon. Umpqua Private Bank serves high net worth individuals and non-profits, providing trust and investment services. Umpqua Holdings Corporation is headquartered in Portland, Oregon. For more information, visit www.umpquaholdingscorp.com.

About Sterling Financial Corporation

Sterling Financial Corporation (NASDAQ:STSA) of Spokane, Washington, is the bank holding

company for Sterling Savings Bank, a Washington state chartered and federally insured commercial bank. Sterling Savings Bank does business as Sterling Bank in Washington, Oregon and Idaho and as Argent Bank in California, offering banking products and services, mortgage lending, and trust and investment products to individuals, small businesses, corporations and other commercial organizations. As of December 31, 2013, Sterling Financial Corporation had assets of $10.31 billion and operated depository branches in Washington, Oregon, Idaho and California. Visit Sterling Financial Corporation’s website at www.sterlingfinancialcorporation.com.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “may”, “can”, “believe”, “expect”, “project”, “intend”, “likely”, “plan”, “seek”, “should”, “would”, “estimate” and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are subject to numerous risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Sterling’s and Umpqua’s control. These risks and uncertainties include, but are not limited to, the following: the timing to consummate the proposed merger; and the risk that a condition to closing of the proposed merger may not be satisfied and the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent Form 10-K and 10-Q reports and to Sterling’s and Umpqua’s most recent Form 8-K reports, which are available online at www.sec.gov. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling.

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