Columbia Banking System Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$COLB
Savings Institutions
Finance
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 and Exchange Act of 1934
Date of Report: May 15, 2025
(Date of earliest event reported)
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(address of Principal Executive Offices)(Zip Code)
(253 ) 305-1900
(Registrant's Telephone Number, Including Area Code)
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 | NAME OF EXCHANGE | ||||||
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 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On May 15, 2025, Columbia Banking System, Inc. (the “Company”) held the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). There were 210,114,698 shares outstanding and entitled to vote at the 2025 Annual Meeting; of those shares 195,217,934 were present in person or by proxy. The following matters were voted upon at the 2025 Annual Meeting:
1.The election of eleven directors to serve on the board of directors of the Company until the Company’s 2026 Annual Meeting of Shareholders 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; and
3.An advisory (non-binding) resolution to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
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 | ||||||||||||||||||||||
| Maria M. Pope | 182,214,138 | 1,843,787 | 154,496 | 11,005,513 | ||||||||||||||||||||||
| Mark A. Finkelstein | 182,048,851 | 1,985,304 | 178,266 | 11,005,513 | ||||||||||||||||||||||
| Eric S. Forrest | 183,129,964 | 929,365 | 153,092 | 11,005,513 | ||||||||||||||||||||||
| Randal L. Lund | 183,281,206 | 779,090 | 152,125 | 11,005,513 | ||||||||||||||||||||||
| Luis F. Machuca | 181,640,541 | 2,088,576 | 483,304 | 11,005,513 | ||||||||||||||||||||||
| S. Mae Fujita Numata | 180,009,011 | 4,016,525 | 186,885 | 11,005,513 | ||||||||||||||||||||||
| John F. Schultz | 182,558,269 | 1,168,700 | 485,452 | 11,005,513 | ||||||||||||||||||||||
| Elizabeth W. Seaton | 180,803,827 | 2,928,197 | 480,397 | 11,005,513 | ||||||||||||||||||||||
| Clint E. Stein | 182,905,241 | 1,153,834 | 153,346 | 11,005,513 | ||||||||||||||||||||||
| Hilliard C. Terry, III | 183,248,886 | 809,765 | 153,770 | 11,005,513 | ||||||||||||||||||||||
| Anddria Varnado | 182,947,960 | 758,736 | 505,725 | 11,005,513 | ||||||||||||||||||||||
2. Advisory (non-binding) Approval of Executive Compensation
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 179,265,562 | 4,429,045 | 517,814 | 11,005,513 | |||||||||||||||||
3. Advisory (non-binding) Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 194,522,814 | 499,786 | 195,334 | — | |||||||||||||||||
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.
COLUMBIA BANKING SYSTEM, INC. (Registrant) | |||||
| Dated: May 15, 2025 | By:/s/ Kumi Yamamoto Baruffi Kumi Yamamoto Baruffi General Counsel | ||||