8-K

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: October 29, 2018

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On October 29, 2018, Umpqua Holdings Corporation (the “Company”) announced the appointment of Anddria Clack-Rogers Varnado to the Company’s Board of Directors effective immediately. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. Ms. Varnado will receive the Company’s standard independent director compensation, which consists of: (i) a quarterly retainer of $17,500 payable in the form of an equity award (with up to 30% paid in cash), and (ii) eligibility for an annual equity award with an approximate value of $60,000.

Item 9.01 Financial Statements and Exhibits.

(d) EXHIBITS

99.1    Press Release dated October 29, 2018

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:  October 29, 2018	By:/s/ Andrew H. Ognall Andrew H. Ognall Executive Vice President, General Counsel and Secretary

EX-99.1

FOR IMMEDIATE RELEASE

Media Contacts:

Kurt Heath                        

Umpqua Holdings Corporation                

503-219-6124                     

KurtHeath@umpquabank.com

UMPQUA HOLDINGS CORPORATION APPOINTS

ANDDRIA CLACK-ROGERS VARNADO TO BOARD OF DIRECTORS

Williams-Sonoma, Inc. Executive Joins Umpqua Board

PORTLAND, Ore. – October 29, 2018– Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank, has appointed Anddria Clack-Rogers Varnado to its board of directors. The appointment of Varnado, who currently serves as the vice president, strategy & business development at Williams-Sonoma, Inc., affirms Umpqua’s commitment to exceptional customer experience matched with excellence in operational performance.

“Anddria brings to Umpqua’s board a terrific background that combines leadership and experience developing breakthrough strategies that drive results for world-class brands,” said Cort O’Haver, president & CEO of Umpqua Holdings Corporation. “Her expertise around digital customer engagement and her depth of corporate leadership experience are tremendous complements to Umpqua’s board and our vision for the future. I look forward to working with Anddria and our entire board to continue positioning Umpqua for growth within our industry and the communities we serve.”

During her time at Williams-Sonoma, Inc., Varnado has overseen the acquisition of Outward, Inc.—a 3D-imaging and augmented reality platform—and led the launch of the company’s Robin mattress products. Other professional achievements include driving breakthrough global customer insights for a leading online marketplace and launching an online lifestyle company, in addition to consumer-focused roles across product management and brand development. Varnado began her career on Wall Street, working with the Financial Institutions Group of Citi’s Corporate and Investment Banking Division.

Varnado holds a Masters of Business Administration from Harvard Business School and a Bachelor of Arts degree from Clark Atlanta University. She volunteers with numerous nonprofit and charitable organizations, including Junior League and Management Leadership for Tomorrow. Earlier this year, the San Francisco Business Times named Varnado one of the “Most Influential Women in Bay Area Business.”

About Umpqua Holdings Corporation

Umpqua Holdings Corporation (NASDAQ:UMPQ) is the parent company of Umpqua Bank, an Oregon-based regional bank recognized for its entrepreneurial approach, innovative customer experience, and distinctive banking solutions. Umpqua Bank has locations across Oregon, Washington, California, Idaho and 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 Holdings Corporation is headquartered in Portland, Oregon. For more information, visit umpquabank.com.

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