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 3, 2018

COLUMBIA BANKING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Washington

(State or other jurisdiction of incorporation)

000-20288	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))

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

On May 3, 2018, Columbia Banking System, Inc. (the “Company”) announced that Greg Sigrist has been appointed as the Executive Vice President and Chief Financial Officer of the Company and its wholly owned subsidiary, Columbia State Bank (“Columbia Bank”), effective on or before July 1, 2018, as determined by the Company at its discretion. Mr. Sigrist fills the role previously held by Clint Stein, who was appointed Chief Operating Officer of the Company and Columbia Bank in July 2017 and who has continued as the Chief Financial Officer while the Company conducted a search for a successor.

Mr. Sigrist, age 50, joins the Company following his 12-year tenure at Morgan Stanley Bank, N.A. where he was appointed Chief Financial Officer in 2014. Previously, he served for five years as Vice President, Corporate Accounting Policy/M&A Finance with Citigroup. Mr. Sigrist built the foundation of his career with Ernst & Young and McGladrey & Pullen in senior auditing roles of financial services clients including regional and community banks before transitioning into the banking industry in 2001. He earned a Bachelor’s degree in Accounting from Illinois State University and is a Certified Public Accountant in Illinois.

In connection with his appointment as Executive Vice President and Chief Financial Officer, the Company entered into an offer letter with Mr. Sigrist dated April 25, 2018 (the “Offer Letter”), which provides for the following: (i) an initial annual base salary of $375,000; (ii) a target annual cash incentive opportunity under the Company’s Annual Incentive Compensation Plan of up to 40% of annual base salary (with any annual incentive earned for 2018 based on base salary actually paid to Mr. Sigrist in 2018); (iii) a one-time signing and relocation bonus in the gross sum of $100,000, a prorated portion of which will be subject to repayment if Mr. Sigrist’s employment is terminated for cause or due to his resignation within his first two years of employment with the Company; (iv) a grant of 2,500 restricted shares of the Company upon satisfactory completion of 90 days of employment, subject to the approval of the Company’s board of directors; and (v) a long-term equity incentive opportunity for 2018 of up to 55% of annual base salary. Mr. Sigrist will also be entitled to additional benefits including the right to participate in the Company’s 401(k) plan, Supplemental Executive Retirement Plan, group medical, dental, accidental death and dismemberment and long-term disability plans and Employee Stock Purchase Plan. The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the copy of such document filed as Exhibit 10.1 hereto.

There are no arrangements or understandings between Mr. Sigrist and any person pursuant to which he was selected as the Company’s and Columbia Bank’s Executive Vice President and Chief Financial Officer.

There are no family relationships between Mr. Sigrist and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer, and Mr. Sigrist is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Sigrist 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
10.1	Offer Letter, dated April 20, 2018, by and between Columbia State Bank and Greg Sigrist.
99.1	Press release, dated May 3, 2018, announcing the appointment of Greg Sigrist as Executive Vice President and Chief Financial Officer.

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 4, 2018	COLUMBIA BANKING SYSTEM, INC.
	By:	/s/ Dave Lawson
		Dave Lawson Executive Vice President, Chief Human Resources Officer

EXHIBIT INDEX

Exhibit     No.	Description
10.1	Offer Letter, dated April 20, 2018, by and between Columbia State Bank and Greg Sigrist.
99.1	Press release, dated May 3, 2018, announcing the appointment of Greg Sigrist as Executive Vice President and Chief Financial Officer.

EX-10.1

Exhibit 10.1

April 20, 2018

HADLEY ROBBINS

President & Chief Executive Officer

VIA ELECTRONIC & REGULAR MAIL

PERSONAL AND CONFIDENTIAL

Mr. Greg Sigrist

429 Wyckoff Avenue

Wyckoff, NJ 07481

Re: Employment Offer

Dear Greg:

We are pleased to extend you an offer of employment as EVP, Chief Financial Officer (collectively, “CFO”) for Columbia Banking System, Inc., including without limitation its wholly-owned subsidiary Columbia Bank (collectively, the “Bank”). This letter confirms the terms and conditions of our offer, and supersedes any other discussions or representations. Please review it carefully at your earliest opportunity and let me know if you have any questions or concerns, or a different recollection of anything discussed. If you accept our offer, please sign the last page of this letter, retain a copy of the entire letter for your own records, and return the original with your signature to me. Please also bear in mind that this offer remains contingent upon our satisfaction with the results of the background check.

Location/Reporting/Duties: As CFO, you will office at our corporate headquarters in Tacoma and you will report to, and take direction from me, as President and Chief Executive Officer. You will be expected to timely and satisfactorily perform the duties customarily performed by a CFO. Your precise duties may be changed, extended or curtailed, from time to time at my discretion or that of the Board of Directors (“Board”); provided, however, that no material changes will be made without first consulting with you. As a member of executive leadership, you will be required to devote your entire working time, effort and skill to the Bank’s business and affairs; to faithfully and diligently serve the Bank’s interests; and to not engage in any business or employment activity that is not on the Bank’s behalf (whether or not pursued for gain or profit), except for (a) activities approved in writing in advance by me or the Board and (b) passive investments that do not involve you rendering advice or service to the businesses in which the investments are made.

Term/At-Will: Your employment with us is for an indefinite term. While we hope and expect that it will be a mutually rewarding relationship, the unfortunate fact is that circumstances can change and employment terminations do occur from time to time. For these reasons, you should understand that your employment with the Bank is on an at-will basis. You and we are free to end the relationship at any time for any reason. The Bank is not required to show cause, provide progressive discipline or follow any other procedure before discharge. This policy may be changed only by way of a written agreement signed by me. If you hear or read any statements in the future that suggest to you that your employment status is something other than at-will, you should disregard them and advise me immediately.

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1301 A Street, Suite 800, PO Box 2156, Tacoma, WA 98401-2156   I 253-396-6985   |   robbinsh@columbiabank.com   |   ColumbiaBank.com

Annual Salary: Your initial annual salary will be in the gross amount of Three Hundred and Seventy-Five Thousand Dollars and No Cents ($375,000.00). Your annual salary will be reviewed at least annually as part of the Bank’s regular compensation review process and may be adjusted at the Bank’s discretion.

Annual Incentive Compensation: You will be eligible to participate in the Bank’s Annual Incentive Compensation Plan, which currently provides a target opportunity for an annual incentive in an amount equal to up to forty percent (40%) of your annual salary. The annual incentive that is earned for calendar year 2018 shall be determined based on the base salary actually paid to you in 2018. The determinations whether, and in what amounts, to award this form of annual incentive are made at the Bank’s discretion or as otherwise provided in the governing plan document.

One-Time Signing and Relocation Bonus: You will be provided a one-time signing and relocation bonus in the gross sum of One Hundred Thousand Dollars and No Cents ($100,000.00). This sum will be subject to regular payroll deductions and withholding, per applicable law, and the Bank’s customary payroll practices. It is provided on the expectation, and condition, that you successfully complete at least two (2) years of continuous employment with the Bank. Consequently, you understand and agree that in the event that, prior to successful completion of the referenced two (2)-year period, your employment is terminated for cause, or you resign, the signing and relocation bonus is subject to reimbursement on a straight-line prorated basis. This means, for example, that if you resign after successful completion of only twelve (12) months of continuous employment, which is fifty percent (50%) of the two (2)-year obligation, you shall be obligated to repay the Bank Fifty Thousand Dollars and No Cents ($50,000.00), which represents fifty percent (50%) of the signing and relocation bonus. For purposes of this repayment obligation, “cause” is determined at the Bank’s discretion and includes, by way of example and without limitation, (i) any act of dishonesty, whether by affirmative misrepresentation, omission, or other means; (ii) any act or omission that causes, or reasonably could cause, harm to the Banks’ standing, reputation and/or goodwill; (iii) violation of the Bank’s policies, now in effect or hereafter amended, regarding ethics, conflicts of interest, governmental reporting, regulatory oversight and/or equal employment opportunity (including its policies prohibiting harassment, discrimination and retaliation); (iv) conviction of, or plea of nolo contendere to, a felony, or to any crime involving violence (actual or threatened), fraud, embezzlement or any other act of moral turpitude; (v) unauthorized or improper use or disclosure of any confidential information or trade secrets of the Bank and/or its business partners, customers, and/or officers or employees; (vi) breach of any obligation under any written agreement or covenant with the Bank, including any set forth in this offer letter/agreement; and/or (vi) failure or refusal to discharge job duties or responsibilities in a consistently timely and professional manner, provided that the failure or refusal continues or recurs after you have been provided written notice and a reasonable opportunity to cure, which shall not be less than thirty (30) days. Repayment shall become immediately due and payable upon the effective date of your employment termination or resignation. Any portion of the required repayment that has not been received by the Bank within thirty (30) calendar days after the effective date of termination or resignation, as applicable, shall then begin to bear interest at six percent (6%) per annum until the required refund and such interest has been paid in full. Upon the effective date of termination or resignation, as applicable, or any time thereafter, the Bank may apply to the sum or outstanding balance of the repayment obligation any amounts otherwise payable to you in any form, including, without limitation, as earned salary and/or bonuses, paid vacation and/or severance, until the required repayment and such interest has been paid in full. By signing below and accepting this offer of employment, you agree that the Bank may, and you hereby authorize it to, deduct from your paycheck(s), including without limitation your final paycheck upon separation of employment, any amounts owed under this provision.

Sign-On Restricted Stock Award: Upon satisfactory completion of ninety (90) days of employment, as determined by the Bank and subject to Board approval, you will be eligible for a grant of two thousand and five hundred (2500) restricted shares of Bank stock. This grant, and all rights and obligations associated with the underlying shares, shall be administered in accordance with the governing plan documents.

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Benefits Generally. You will be eligible for all benefits currently or hereafter maintained by the Bank for senior executives. These benefits are described in more detail in our policies and formal plan documents, which will be made available to you. If you wish to review the policies or formal plan documents now, before deciding whether to accept this offer, please let me know and I will provide them to you. Please bear in mind that, with respect to benefits that are described in formal plan documents, the terms and conditions set forth in the plan documents control over any other statements, oral or written, regardless of source. Consequently, while we summarize the major benefits here, the governing plan documents control. Please also understand that our benefits package is subject to change. While we expect our package to remain intact, if not grow, due to ever-changing business circumstances we cannot promise to offer or maintain any particular type or level of benefits for any specific period or on any particular terms or conditions.

Long Term Equity Incentive Compensation: Pursuant to the terms and conditions set forth in the Amended and Restated Employee Stock Option and Equity Compensation Plan, you are eligible to participate in the Bank’s 2018 long term equity incentive program, which currently offers a target opportunity in an amount equal to up to fifty-five percent (55%) of your annual salary.

Vacation: You will be eligible for twenty-five (25) days of paid vacation annually, which shall be administered in accordance with the Bank’s general vacation policy.

401(k): Upon commencement of employment, you will be eligible to participate in the Bank’s 40l(k) plan. You may defer up to seventy-five percent (75%) of your pay with pre-tax dollars up to the IRS limit. The Bank currently matches fifty (50) cents on the dollar of the first six percent (6%) of contribution. In addition, there is consideration each year of a discretionary contribution for each employee who is eligible to participate in the 401(k) Plan.

SERP: You will be eligible to participate in the Bank’s Supplemental Executive Retirement Plan (SERP), which, as previously discussed, provides a retirement benefit based upon a vesting schedule and certain eligibility conditions. The SERP also provides a death benefit to the participant’s beneficiary if the participant is an active employee at the time of death.

Group Insurance: We currently offer medical, dental, AD&D and long-term disability coverages at our expense for you (the employee), and the option of extending coverage to eligible dependents at your expense. These coverages will begin on the first day of the month following your first day of active employment.

Employee Stock Purchase Plan: You will be eligible to participate in the Bank’s Employee Stock Purchase Plan. This plan currently provides for offering periods of six (6) months ending in the months of June and December. Once enrolled in the plan, the Bank will purchase stock through funds collected via payroll deduction. At the end of the offering period, the Bank will use the funds collected from you to purchase shares of common stock at the lower of the market price of the stock at either the beginning of the offering period or the last day of that period, less a ten percent (10%) discount.

Change in Control Agreement: You will be provided the opportunity for enhanced benefits, and corresponding contractual obligations, in the context of certain corporate events, pursuant to the Columbia State Bank Change in Control Agreement (CIC). Stated broadly, the benefits include severance and accelerated vesting, while the obligations include covenants against unfair competition.

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Expenses. Upon timely presentation of all receipts and other documentation reasonably requested by the Bank, we will you for reasonable business expenses incurred in furtherance of your duties and responsibilities as CFO. Reimbursement will be administered in accordance with the Bank’s expense reimbursement policies and practices, as currently in effect or hereafter amended.

Greg, we are indeed happy to extend this employment opportunity to you, and look forward to working with you. We are confident that you will contribute greatly to the success of Columbia Bank.

To formally accept this offer of employment, please indicate so by signing below and returning this document to me by Monday, April 30, 2018. Meanwhile, as noted at the outset, please call me at 253- 396-6985 with any questions you may have.

Sincerely,

Confidentiality: You shall keep the existence of this Agreement and all items hereof (including, without limitation, the amount of any benefits received hereunder) strictly confidential. Please keep this Agreement in a secure, private location and use your best efforts to prevent this Agreement from being seen by others, including, without limitations, co-workers.

I, Greg Sigrist, accept the aforementioned offer of employment. I intend to start employment with Columbia Bank effective no later than July 1, 2018, as determined by the Bank at its discretion.

/s/ Greg Sigrist	4-25-18
Greg Sigrist	Date

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

COLUMBIA BANK APPOINTS GREG SIGRIST CHIEF FINANCIAL OFFICER

Former CFO of Morgan Stanley Bank N.A.

TACOMA, Wash. – May 03, 2018 – Columbia Banking System, Inc. (NASDAQ: COLB) today announced that Greg Sigrist has been appointed Executive Vice President and Chief Financial Officer of the company and its subsidiary Columbia Bank, effective on or before July 1, 2018. Mr. Sigrist fills the role previously held by Clint Stein, who was appointed Chief Operating Officer in July 2017.

In his 12-year tenure at Morgan Stanley, Mr. Sigrist achieved many career milestones culminating in his 2014 appointment as Chief Financial Officer of Morgan Stanley Bank, N.A., a national bank with $130 billion in assets and $4 billion in net revenues. He started his career at Morgan Stanley in 2006 as Global Head of Accounting Policy and played a pivotal role in acquiring Smith Barney from Citigroup. Following his promotion to Control Finance Director—Wealth and Investment Management in 2011, he integrated acquisitions within the firm’s wealth management organization and led the effort to build out the controllership, reporting, financial planning and analysis, treasury and tax teams for Morgan Stanley Bank, N.A. Previously, he served for five years as Vice President, Corporate Accounting Policy/M&A Finance with Citigroup.

“We are delighted to welcome Greg to our executive management team,” said Hadley Robbins, President and Chief Executive Officer of Columbia Bank. “Greg’s deep banking experience across all critical financial functions will be a tremendous asset to Columbia. He has also demonstrated a collaborative leadership approach that will be a strong cultural fit for our customers, employees and the communities we serve. We are eager to benefit from his insight and expertise gained at Morgan Stanley and look forward to his contribution as we execute our strategy to grow and strengthen our franchise and create value for all of our stakeholders.”

Mr. Sigrist commented, “Columbia has an outstanding national reputation as a premier community bank in the vibrant and growing Northwest. I am proud to join this talented team that is truly dedicated to delivering an exceptional banking experience to their customers. There is great potential ahead to leverage Columbia’s strong platform and specialized industry expertise to grow both organically and through selective M&A, and I am very excited for the opportunity to play a key role in driving its enterprise-wide strategy.”

Mr. Sigrist built the foundation of his career with Ernst & Young and McGladrey & Pullen in senior auditing roles of financial services clients including regional and community banks before transitioning into the banking industry in 2001. He earned a Bachelor’s degree in Accounting from Illinois State University and is a Certified Public Accountant in Illinois.

About Columbia

Headquartered in Tacoma, Washington, Columbia Banking System, Inc. is the holding company of Columbia Bank, a Washington state-chartered full-service commercial bank with locations throughout Washington, Oregon and Idaho. For the eleventh consecutive year, the bank was named in 2017 as one of Puget Sound Business Journal’s “Washington’s Best Workplaces.” Columbia ranked eleventh on the 2018 Forbes list of best banks.

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

Columbia Banking System, Inc.

Page 2 of 2

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.

Investor Relations Contact:

InvestorRelations@columbiabank.com

(253) 305-1921

Media Contact:

Tricia Ross

Financial Profiles, Inc.

(310) 622-8226