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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: May 18, 2023
(Date of earliest event reported)
 
 
Columbia Banking System, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Washington000-2028891-1422237
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
1301 A Street
Tacoma, Washington 98402-4200
(address of Principal Executive Offices)(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 CLASSTRADING SYMBOLNAME OF EXCHANGE
Common StockCOLBThe 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 5.07Submission of Matters to a Vote of Security Holders.
 
On May 18, 2023, Columbia Banking System, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). There were 208,436,922 shares outstanding and entitled to vote at the 2023 Annual Meeting; of those shares 186,613,645 were present in person or by proxy. The following matters were voted upon at the 2023 Annual Meeting:
 
1.The election of fourteen directors to serve on the Company’s Board of Directors until the 2024 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;
3.An advisory (non-binding) resolution to approve the frequency of future advisory votes on executive compensation; and
4.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, 2023.

The following is a summary of the voting results for the matters voted upon by the shareholders.

1. Election of Directors
Director's NameVotes ForVotes AgainstAbstentionsBroker Non-Votes
Cort L. O’Haver
171,495,999 3,191,760 128,522 11,797,364 
Craig D. Eerkes
172,467,412 2,212,097 136,772 11,797,364 
Mark A. Finkelstein
171,843,072 2,838,329 134,880 11,797,364 
Eric S. Forrest
172,076,618 2,588,361 151,302 11,797,364 
Peggy Y. Fowler
172,282,756 2,376,152 157,373 11,797,364 
Randal L. Lund
172,987,946 1,673,477 154,858 11,797,364 
Luis F. Machuca
173,100,379 1,579,677 136,225 11,797,364 
S. Mae Fujita Numata
170,930,142 3,752,217 133,922 11,797,364 
Maria M. Pope
173,251,197 1,388,265 176,819 11,797,364 
John F. Schultz
173,083,995 1,558,862 173,424 11,797,364 
Elizabeth W. Seaton
172,291,327 2,373,810 151,144 11,797,364 
Clint E. Stein
173,082,430 1,599,579 134,272 11,797,364 
Hilliard C. Terry, III
173,647,033 1,016,829 152,419 11,797,364 
Anddria Varnado
172,988,579 1,661,974 165,728 11,797,364 

2. Advisory (non-binding) Approval of Executive Compensation
Votes For
Votes Against
Abstentions
Broker Non-Votes
170,344,2834,113,802358,19611,797,364

3. Advisory (non-binding) Approval of Frequency of Future Advisory Votes on Executive Compensation
1 Year
2 Years
3 Years
Abstain
164,421,130
135,600
10,064,440
195,111

4. Advisory (non-binding) Ratification of Appointment of Independent Public Accounting Firm
Votes For
Votes Against
Abstentions
Broker Non-Votes
181,534,128
4,941,409
138,108
—

Based on the Company’s Board of Directors’ recommendation in the proxy statement for the 2023 Annual Meeting and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Company has determined to hold an advisory vote on executive compensation annually.



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.
 
 
 COLUMBIA BANKING SYSTEM, INC.
(Registrant)
 
 
Dated: May 23, 2023
By:/s/ Kumi Yamamoto Baruffi
     Kumi Yamamoto Baruffi
     General Counsel