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 Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 30, 2014

COLUMBIA BANKING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Washington

(State or other jurisdiction

of incorporation)

0-20288	91-1422237
(Commission File Number)	(IRS Employer Identification No.)

1301 A Street

Tacoma, WA 98402

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (253) 305-1900

(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 (see General Instruction A.2. below):

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

Appointment of New Director:

On June 5, 2014, the Board of Directors (the “Board”) of Columbia Banking System, Inc. (the “Company”) announced the appointment of Ms. Betsy Seaton to the Board of the Company and to the Board of Directors of the Company’s wholly owned subsidiary, Columbia State Bank (the “Bank”), effective May 30, 2014. Board committee assignments for Ms. Seaton are pending. A copy of the Company’s press release announcing Ms. Seaton’s appointment is attached hereto as Exhibit 99.1.

Ms. Seaton served as Vice President of Strategic Planning and Corporate Development for Weyerhaeuser Company, based in Federal Way, Washington, from 2008 to 2014. Her career at Weyerhaeuser spanned over twenty years and included leadership positions in strategic planning and project management. She has also served as Principal and Consultant for Boston Consulting Group based in Chicago and Los Angeles, a global management consulting firm. Ms. Seaton contributes to her community through a variety of not-for-profit organizations focused on homelessness and healthcare.

Entry into Compensatory Agreement:

Effective June 1, 2014, the Bank has entered into a Change in Control Agreement (the “2014 Agreement”) with Mr. Andrew McDonald, the Executive Vice President and Chief Credit Officer of the Company and the Bank. The 2014 Agreement contains substantially similar terms as the Change in Control Agreement dated June 1, 2009 entered into by the parties, which automatically terminated on its fifth anniversary.

The 2014 Agreement has a term of five years and provides that if Mr. McDonald’s employment is terminated without Cause or if he resigns for Good Reason within 365 days following a Change in Control (as each capitalized term is defined in the 2014 Agreement) or sixty days prior to the public announcement of such change, he will receive a severance benefit equal to two times his then-current annual base salary and lapse of all restrictions on restricted stock awards. In the event of any severance benefit paid under the 2014 Agreement, Mr. McDonald agrees not to compete with the Bank or the Company for a period of two years.

A copy of the 2014 Agreement will be filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits: 99.1     Press Release dated June 5, 2014.

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.

Dated: June 5, 2014	COLUMBIA BANKING SYSTEM, INC.
	By:	/s/ Melanie J. Dressel
		Melanie J. Dressel
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

June 5, 2014

Contact:	JoAnne Coy, Vice President
Corporate Communications 253-305-1965

Columbia Banking System welcomes Betsy Whitehead Seaton

to its Board of Directors

Tacoma, Washington – William Weyerhaeuser, Chairman of the Board of Columbia Banking System, (NASDAQ OMX: COLB) the parent company of Columbia Bank, announced that Betsy Whitehead Seaton joined the Board of Directors effective May 30, 2014.

“We are delighted to welcome Betsy Seaton to our board.” said Mr. Weyerhaeuser. “We are fortunate to add a business leader with her depth of experience in strategic planning and corporate development to our team of board members.”

Ms. Seaton has broad experience in business leadership, change management, strategic development, mergers and acquisitions, and enterprise risk management. She served as Vice President of Strategic Planning and Corporate Development for Weyerhaeuser Company, based in Federal Way, Washington, from 2008 to 2014. Her career at Weyerhaeuser spanned over twenty years, and included leadership positions in strategic planning and project management. She has also served as Principal and Consultant for Boston Consulting Group based in Chicago and Los Angeles, a global management consulting firm.

A resident of Mercer Island, Washington, Ms. Seaton is a graduate of Princeton University and earned an M.B.A. and a J.D. degree from the University of Chicago, and is a member of the California Bar. She contributes to her community through a variety of not-for-profit organizations, focused on homelessness and healthcare.

About Columbia

Headquartered in Tacoma, Washington, Columbia Banking System, Inc. is the holding Company of Columbia State Bank, a Washington state-chartered full-service commercial bank, with 139 branches throughout Washington and Oregon. For the seventh consecutive year, the bank was named in 2013 as one of Puget Sound Business Journal’s “Washington’s Best Workplaces.”

More information about Columbia can be found on its website at www.columbiabank.com.

# # #

Note Regarding Forward-Looking Statements

This news release includes forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. These forward looking statements describe Columbia’s management’s expectations regarding future events and developments such as future operating results, growth in loans and deposits, continued success of Columbia’s style of banking and the strength of the local economy. The words “will,” “believe,” “expect,” “intend,” “should,” and “anticipate” and words of similar construction are intended in part to help identify forward looking statements. Future events are difficult to predict, and the expectations described above are necessarily subject to risk and uncertainty that may cause actual results to differ materially and adversely. In addition to discussions about risks and uncertainties set forth from time to time in Columbia’s filings with the Securities and Exchange Commission, available at the SEC’s website at www.sec.gov and the Company’s website at www.columbiabank.com, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our annual reports on Form 10-K and quarterly reports on Form 10-Q, factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following: (1) local, national and international economic conditions may be less favorable than expected or have a more direct and pronounced effect on Columbia than expected and adversely affect Columbia’s ability to continue its internal growth at historical rates and maintain the quality of its earning assets; (2) changes in interest rates may reduce interest margins more than expected and negatively affect funding sources; (3) projected business increases following strategic expansion or opening or acquiring new branches may be lower than expected; (4) costs or difficulties related to the integration of acquisitions may be greater than expected; (5) competitive pressure among financial institutions may increase significantly; and (6) legislation or regulatory requirements or changes may adversely affect the businesses in which Columbia is engaged. We believe the expectations reflected in our forward-looking statements are reasonable, based on information available to us on the date hereof. However, given the described uncertainties and risks, we cannot guarantee our future performance or results of operations and you should not place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The factors noted above and the risks and uncertainties described in our SEC filings should be considered when reading any forward-looking statements in this release.