Edgar Filing: COLUMBIA BANKING SYSTEM INC

Date: April 29, 2016

COLUMBIA BANKING SYSTEM, INC.

/s/ Melanie J. Dressel

Melanie J. Dressel

President and Chief Executive Officer

Form 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):

April 27, 2016

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))

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On April 27, 2016, Columbia Banking System, Inc. (the “Company”) held its 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”). There were 57,989,096 shares outstanding and entitled to vote at the 2016 Annual Meeting; of those shares, 52,764,353 were present in person or by proxy. The following matters were voted upon at the 2016 Annual Meeting:

The election of eleven directors to serve on the Company’s Board of Directors until the 2017 annual meeting or until their successors have been elected and have qualified;

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

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, 2016.

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		49,029,301		144,538		21,828		3,568,686
Melanie J. Dressel		48,884,771		295,018		15,878		3,568,686
Craig D. Eerkes		49,022,128		145,609		27,930		3,568,686
Ford Elsaesser		49,009,915		151,509		34,243		3,568,686
Mark A. Finkelstein		48,984,384		155,483		55,800		3,568,686
John P. Folsom		48,726,355		443,424		25,888		3,568,686
Thomas M. Hulbert		48,697,690		446,626		51,351		3,568,686
Michelle M. Lantow		49,037,368		136,864		21,435		3,568,686
S. Mae Fujita Numata		49,006,854		168,232		20,581		3,568,686
Elizabeth W. Seaton		49,037,508		139,975		18,184		3,568,686
William T. Weyerhaeuser		48,735,345		437,446		22,876		3,568,686

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


Votes For	Votes Against	Abstentions	Broker Non-Votes
48,624,220	487,725	83,722	3,568,686

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


Votes For	Votes Against	Abstentions	Broker Non-Votes
51,958,846	747,292	58,215	—

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.