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 24, 2017

COLUMBIA BANKING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Washington

(State or other jurisdiction of incorporation)

000-20288 (Commission File Number) 91-1422237 (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))

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) of 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 May 24, 2017, Columbia Banking System, Inc. (the “Company”) held its 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”). There were 58,325,968 shares outstanding and entitled to vote at the 2017 Annual Meeting; of those shares, 54,707,247 were present in person or by proxy. The following matters were voted upon at the 2017 Annual Meeting:

1. The election of ten directors to serve on the Company’s Board of Directors until the 2018 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 appoint Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

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
David A. Dietzler		50,974,690		40,444		22,139		3,669,974
Craig D. Eerkes		50,952,069		68,195		17,009		3,669,974
Ford Elsaesser		50,967,030		57,047		13,196		3,669,974
Mark A. Finkelstein		50,982,096		42,932		12,245		3,669,974
John P. Folsom		50,786,599		232,603		18,071		3,669,974
Thomas M. Hulbert		50,776,365		233,749		27,159		3,669,974
Michelle M. Lantow		50,928,661		95,620		12,992		3,669,974
S. Mae Fujita Numata		50,959,907		65,009		12,357		3,669,974
Elizabeth W. Seaton		50,952,423		72,713		12,137		3,669,974
William T. Weyerhaeuser		50,782,271		243,911		11,091		3,669,974

2. Advisory (non-binding) Approval of Executive Compensation

Votes For	Votes Against	Abstentions	Broker Non-Votes
50,671,669	323,262	42,342	3,669,974

3. Advisory (non-binding) Approval of Frequency of Future Advisory Votes on Executive Compensation

1 Year	2 Years	3 Years	Abstentions
42,003,687	250,501	8,755,824	22,265

4. Advisory (non-binding) Appointment of Independent Registered Public Accounting Firm

Votes For	Votes Against	Abstentions	Broker Non-Votes
54,202,553	479,346	25,348	—

Based on the Board of Directors’ recommendation in the proxy statement for the 2017 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.

Item 8.01. Other Events.

On May 25, 2017, the Company issued a press release announcing that Columbia State Bank (the “Bank”), a wholly-owned subsidiary of the Company, has entered into an agreement with the Federal Deposit Insurance Corporation (the “FDIC”), dated as of May 23, 2017, to terminate all existing loss share agreements by and between the Bank and the FDIC. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.	Description
99.1	Press release dated May 25, 2017 announcing early termination of all FDIC loss share agreements

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.

Date: May 26, 2017	COLUMBIA BANKING SYSTEM, INC.
	By:	/s/ Kumi Yamamoto Baruffi
		Kumi Yamamoto Baruffi Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated May 25, 2017 announcing early termination of all FDIC loss share agreements

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

May 25, 2017

Columbia Banking System Announces Early Termination of All FDIC Loss Share Agreements

TACOMA, Washington, May 25, 2017 — Columbia Banking System, Inc. (“the Company”) (NASDAQ: COLB) announced today that Columbia State Bank (“the Bank”), a wholly-owned subsidiary of the Company, has entered into an agreement with the Federal Deposit Insurance Corporation (the “FDIC”) dated as of May 23, 2017, by which all existing loss share agreements with the FDIC have been terminated. These loss share agreements were entered into by the Bank in 2010 and 2011 in conjunction with the Bank acquiring certain assets and assuming certain liabilities of four failed banks in FDIC-assisted acquisitions. The Bank paid the FDIC $4.7 million to terminate the agreements. The Bank will record a pre-tax charge of approximately $2.4 million in the second quarter to write-off the remaining loss sharing asset, relieve the clawback liability and recognize payment to the FDIC.

The termination of the FDIC loss share agreements has no effect on the yields of the loans that were previously covered under these agreements. Further, the Bank will be solely responsible for all future charge-offs, recoveries, gains, losses and expenses related to the previously covered assets because the FDIC will no longer share in those amounts.

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 locations throughout Washington, Oregon and Idaho. For the tenth consecutive year, the bank was named in 2016 as one of Puget Sound Business Journal’s “Washington’s Best Workplaces.” Columbia ranked in the top 30 on the 2017 Forbes list of best banks.

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. These forward looking statements include, but are not limited to, descriptions of 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” or the negative of these words or 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 risks and uncertainties, many of which are outside our control, 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, (as applicable), 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 could significantly reduce net interest income 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 which speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws. 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.

Contacts:	Hadley S. Robbins,
	Interim Chief Executive Officer
	Clint E. Stein,
	Executive Vice President and
	Chief Financial Officer
	Investor Relations
	(253) 305-1921