Columbia Banking System Announces Director, Officer Changes
Ticker: COLB · Form: 8-K · Filed: May 9, 2024 · CIK: 887343
Sentiment: neutral
Topics: corporate-governance, officer-changes, director-election, shareholder-vote
Related Tickers: COLB
TL;DR
Columbia Banking System shakes up board and execs, votes on key issues.
AI Summary
Columbia Banking System, Inc. announced on May 8, 2024, several key personnel changes and a shareholder vote. The company elected new directors, appointed certain officers, and established new compensatory arrangements. Additionally, matters were submitted to a vote of security holders, and financial statements and exhibits were filed.
Why It Matters
Changes in board composition and executive appointments can signal shifts in company strategy or governance, impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in directors and officers, along with shareholder votes, can introduce uncertainty regarding future strategic direction and operational stability.
Key Players & Entities
- Columbia Banking System, Inc. (company) — Registrant
- May 8, 2024 (date) — Date of earliest event reported
FAQ
What specific director or officer positions were affected by the changes reported?
The filing indicates the "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers" but does not specify which individuals or roles were directly impacted in this summary.
What were the key matters submitted for a vote of security holders?
The filing states that "Submission of Matters to a Vote of Security Holders" occurred, but the specific proposals are not detailed in the provided text.
What type of financial statements and exhibits were filed?
The filing mentions "Financial Statements and Exhibits" were filed, but the specific content of these documents is not elaborated upon in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported is dated May 8, 2024.
What is the principal executive office address for Columbia Banking System, Inc.?
The principal executive offices are located at 1301 A Street, Tacoma, Washington 98402-2156.
Filing Stats: 1,289 words · 5 min read · ~4 pages · Grade level 11.1 · Accepted 2024-05-08 17:34:23
Filing Documents
- colb-20240508.htm (8-K) — 91KB
- ex101-2024equityincentivep.htm (EX-10.1) — 144KB
- ex102-formofrestrictedstoc.htm (EX-10.2) — 32KB
- ex103-formofrestrictedstoc.htm (EX-10.3) — 26KB
- ex104-formofperformancesto.htm (EX-10.4) — 51KB
- ex105-formofperformancesto.htm (EX-10.5) — 49KB
- ex106-secondamendmenttothe.htm (EX-10.6) — 8KB
- 0000887343-24-000187.txt ( ) — 590KB
- colb-20240508.xsd (EX-101.SCH) — 2KB
- colb-20240508_lab.xml (EX-101.LAB) — 21KB
- colb-20240508_pre.xml (EX-101.PRE) — 12KB
- colb-20240508_htm.xml (XML) — 3KB
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. On May 8, 2024, the Company held the 2024 Annual Meeting. There were 209,311,089 shares outstanding and entitled to vote at the 2024 Annual Meeting; of those shares 187,193,066 were present in person or by proxy. The following matters were voted upon at the 2024 Annual Meeting: 1. The election of fourteen directors to serve on the Board until the 2025 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. A resolution to approve the 2024 Equity Incentive Plan; 4. A resolution to approve the ESPP Amendment; and 5. 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, 2024. 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 Cort L. O'Haver 167,921,051 4,610,270 188,995 14,472,750 Craig D. Eerkes 170,333,474 2,216,707 170,135 14,472,750 Mark A. Finkelstein 165,471,486 7,082,068 166,762 14,472,750 Eric S. Forrest 169,862,712 2,689,725 167,879 14,472,750 Peggy Y. Fowler 164,630,758 7,917,420 172,138 14,472,750 Randal L. Lund 170,538,451 2,016,004 165,861 14,472,750 Luis F. Machuca 165,335,549 7,204,680 180,087 14,472,750 S. Mae Fujita Numata 167,872,386 4,668,526 179,404 14,472,750 Maria M. Pope 165,751,326 6,779,795 189,195 14,472,750 John F. Schultz 165,660,325 6,851,320 208,671 14,472,750 Elizabeth W. Seaton 165,400,619 7,146,941 172,756 14,472,750 Clint E. Stein 169,931,577 2,630,362 158,377 14,472,750 Hilliard C. Terry, III 169,974,908 2,541,729 203,679 14,472,750 Anddria Varnado 165,963,996 6,558,437 197,883 14,472,750 2. Advisory (non-binding) Approval of Executive
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) EXHIBITS 10.1 2024 Equity Incentive Plan 10.2 Form of Restricted Stock Award Agreement under the 2024 Equity Incentive Plan 10.3 Form of Restricted Stock Unit Agreement under 2024 Equity Incentive Plan 10.4 Form of Performance Stock Unit Agreement-ROTCE under the 2024 Equity Incentive Plan 10.5 Form of Performance Stock Unit Agreement-TSR under the 2024 Equity Incentive Plan 10.6 Second Amendment to the Amended and Restated Employee Stock Purchase Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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 8, 2024 By: /s/ Kumi Yamamoto Baruffi Kumi Yamamoto Baruffi General Counsel