0001193125-19-159802.txt : 20190529 0001193125-19-159802.hdr.sgml : 20190529 20190529173102 ACCESSION NUMBER: 0001193125-19-159802 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190522 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190529 DATE AS OF CHANGE: 20190529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA BANKING SYSTEM, INC. CENTRAL INDEX KEY: 0000887343 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911422237 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20288 FILM NUMBER: 19863433 BUSINESS ADDRESS: STREET 1: 1301 A STREET CITY: TACOMA STATE: WA ZIP: 98402 BUSINESS PHONE: 2533051900 MAIL ADDRESS: STREET 1: 1301 A STREET CITY: TACOMA STATE: WA ZIP: 98402 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA BANKING SYSTEM INC DATE OF NAME CHANGE: 19930328 8-K 1 d711701d8k.htm 8-K 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 22, 2019

 

 

COLUMBIA BANKING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Washington   0-20288   91-1422237

(State or other jurisdiction

of incorporation)

  

(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:

 

☐

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 class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, No Par Value   COLB   NASDAQ Global Select Market

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 5.02.

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

Effective May 23, 2019, Columbia State Bank (the “Bank”), a wholly owned subsidiary of Columbia Banking System, Inc. (the “Company”), entered into a Change in Control Agreement (the “CIC Agreement”) with Andrew L. McDonald, the Executive Vice President and Chief Credit Officer of the Company. The CIC Agreement replaces on substantially the same terms the previous Change in Control Agreement between Mr. McDonald and the Bank that expires on June 1, 2019 and contains substantially similar terms as the change in control agreements entered into between the Bank and the Company’s other executive officers.

The CIC 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 730 days following a Change in Control (as each capitalized term is defined in the CIC Agreement) or sixty days prior to the public announcement of such Change in Control (provided that the Change in Control occurs within 18 months of his termination of employment), he will be entitled to receive a severance benefit equal to two times his then-current annual base salary, all of his options will vest, all restrictions on his restricted stock awards will lapse and the Bank will reimburse certain COBRA insurance premiums for a limited time following his termination. During his employment and for a period of two years after any severance benefit is paid under the CIC Agreement, Mr. McDonald agrees not to compete with the Bank or the Company, nor solicit or interfere with any employee, customer or business relationship of the Bank or the Company.

A copy of the CIC Agreement will be filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 22, 2019, Columbia Banking System, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”). There were 73,469,797 shares outstanding and entitled to vote at the 2019 Annual Meeting; of those shares 68,448,298 were present in person or by proxy. The following matters were voted upon at the 2019 Annual Meeting:

  1.

The election of eleven directors to serve on the Company’s Board of Directors until the 2020 Annual Meeting or until their successors have been elected and have qualified;

 

  2.

A resolution to approve the Amended 2018 Equity Incentive Plan;

 

  3.

An advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers; 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, 2019.

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  

Craig D. Eerkes

      63,209,131        44,416        26,003        5,168,748  

Ford Elsaesser

      63,183,394        73,440        22,716        5,168,748  

Mark A. Finkelstein

      63,187,150        68,112        24,288        5,168,748  

Eric S. Forrest

      63,174,765        78,554        26,231        5,168,748  

Thomas M. Hulbert

      62,611,210        627,651        40,689        5,168,748  

Michelle M. Lantow

      63,188,067        69,713        21,770        5,168,748  

Randal L. Lund

      63,201,790        50,667        27,093        5,168,748  

S. Mae Fujita Numata

      63,211,222        45,837        22,491        5,168,748  

Hadley S. Robbins

      63,063,715        189,116        26,719        5,168,748  

Elizabeth W. Seaton

      63,178,629        29,003        71,918        5,168,748  

Janine T. Terrano

      63,197,919        21,579        60,052        5,168,748  

2. Approval of Amended 2018 Equity Incentive Plan

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

62,199,240

    978,723    101,587    5,168,748

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

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

62,140,672

    1,040,098    98,780    5,168,748

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

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

67,386,873

    1,025,030    36,395    —  

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 29, 2019    COLUMBIA BANKING SYSTEM, INC.
   By:    /s/ Kumi Baruffi
    

Kumi Y. Baruffi

Executive Vice President, General Counsel

and Corporate Secretary