COLUMBIA BANKING SYSTEM, INC. DEF 14A Filing

Ticker: COLB · Form: DEF 14A · Filed: Mar 27, 2024 · CIK: 887343

Sentiment: neutral

Topics: DEF 14A, Columbia Banking System, Executive Compensation, Corporate Governance, COLB

TL;DR

<b>Columbia Banking System, Inc. files DEF 14A detailing executive compensation and corporate governance.</b>

AI Summary

COLUMBIA BANKING SYSTEM, INC. (COLB) filed a Proxy Statement (DEF 14A) with the SEC on March 27, 2024. Columbia Banking System, Inc. filed a DEF 14A on 2024-03-27. The filing covers the period ending 2024-05-08. The company's Central Index Key is 0000887343. The Standard Industrial Classification is 6022 (Commercial Banks). The company's address is 1301 A Street, Tacoma, WA 98402.

Why It Matters

For investors and stakeholders tracking COLUMBIA BANKING SYSTEM, INC., this filing contains several important signals. This DEF 14A filing provides detailed information on executive compensation, including stock awards and pension costs, which is crucial for shareholders to understand how management is incentivized. The filing also outlines various corporate governance matters and other disclosures relevant to investors evaluating the company's operations and management structure.

Risk Assessment

Risk Level: low — COLUMBIA BANKING SYSTEM, INC. shows low risk based on this filing. The filing is a routine DEF 14A, which typically contains standard disclosures about executive compensation and corporate governance, posing no immediate new risks.

Analyst Insight

Review the executive compensation details and any proposed shareholder actions to make informed voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did COLUMBIA BANKING SYSTEM, INC. file this DEF 14A?

COLUMBIA BANKING SYSTEM, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 27, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by COLUMBIA BANKING SYSTEM, INC. (COLB).

Where can I read the original DEF 14A filing from COLUMBIA BANKING SYSTEM, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by COLUMBIA BANKING SYSTEM, INC..

What are the key takeaways from COLUMBIA BANKING SYSTEM, INC.'s DEF 14A?

COLUMBIA BANKING SYSTEM, INC. filed this DEF 14A on March 27, 2024. Key takeaways: Columbia Banking System, Inc. filed a DEF 14A on 2024-03-27.. The filing covers the period ending 2024-05-08.. The company's Central Index Key is 0000887343..

Is COLUMBIA BANKING SYSTEM, INC. a risky investment based on this filing?

Based on this DEF 14A, COLUMBIA BANKING SYSTEM, INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, which typically contains standard disclosures about executive compensation and corporate governance, posing no immediate new risks.

What should investors do after reading COLUMBIA BANKING SYSTEM, INC.'s DEF 14A?

Review the executive compensation details and any proposed shareholder actions to make informed voting decisions. The overall sentiment from this filing is neutral.

How does COLUMBIA BANKING SYSTEM, INC. compare to its industry peers?

Columbia Banking System, Inc. operates within the commercial banking sector, providing a range of financial services.

Are there regulatory concerns for COLUMBIA BANKING SYSTEM, INC.?

As a commercial bank, the company is subject to regulations from various financial authorities, though specific regulatory details are not provided in this excerpt.

Industry Context

Columbia Banking System, Inc. operates within the commercial banking sector, providing a range of financial services.

Regulatory Implications

As a commercial bank, the company is subject to regulations from various financial authorities, though specific regulatory details are not provided in this excerpt.

What Investors Should Do

  1. Review the proxy statement for details on director nominations and voting procedures.
  2. Examine the executive compensation tables and related disclosures.
  3. Understand any proposals being put forth for shareholder vote.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a proxy statement, and does not directly compare financial performance to a prior filing in this excerpt.

Filing Stats: 4,543 words · 18 min read · ~15 pages · Grade level 13.2 · Accepted 2024-03-27 16:01:53

Key Financial Figures

Filing Documents

From the Filing

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 COLUMBIA BANKING SYSTEM, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary material Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 8, 2024 TIME 10:00 a.m. Pacific time on Wednesday, May 8, 2024 VIRTUAL MEETING www.virtualshareholdermeeting.com/COLB2024 HOW TO PARTICIPATE Visit www.virtualshareholdermeeting.com/COLB2024 and enter the control number found on your notice, proxy card or instruction form. RECORD DATE You are entitled to vote at the annual meeting and at any adjournments or postponements of the meeting if you were a shareholder at the close of business on March 11, 2024. ITEMS OF BUSINESS The purposes of the meeting are as follows: Board Recommendation Page Reference (1) To elect the 14 nominees for director named in the accompanying proxy statement to serve on the Board of Directors until the 2025 Annual Meeting of Shareholders or until their successors have been elected and have qualified. FOR 6 (2) To approve, on an advisory basis, the compensation of the Company's named executive officers. FOR 76 (3) To approve the 2024 Equity Incentive Plan. FOR 82 (4) To approve an amendment to the Amended and Restated Employee Stock Purchase Plan. FOR 90 (5) 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. FOR 94 NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. Dated: March 27, 2024 By Order of the Board of Directors, Kumi Yamamoto Baruffi General Counsel & Corporate Secretary Tacoma, Washington VOTING By Internet To vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholder meeting.com/ COLB2024 By Toll Free Number 1-800-690-6903 By Mail Follow the instructions on your proxy card VOTING BY PROXY Please vote online or by telephone or submit your proxy card (if you received one) as soon as possible so that your shares can be voted at the annual meeting in accordance with your instructions. For specific instructions on voting, please refer to the instructions in the proxy statement and on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a hard copy of the proxy materials, on the enclosed proxy card. Table of Contents TABLE OF CONTENTS PROXY SUMMARY 1 Information About the Annual Meeting 1 Annual Meeting Business 2 2023 Business Highlights 3 PROPOSAL 1 – ELECTION OF DIRECTORS 6 Information About the 2024 Nominees 8 CORPORATE GOVERNANCE 15 Governance Practices and Framework 15 Board Leadership and Director Independence 15 Director Qualifications 16 Environmental, Social and Governance Matters 16 Code of Ethics and Corporate Governance Documents 18 Compensation Committee Interlocks and Insider Participation 18 Shareholder Engagement 18 Communicating with the Board 19 BOARD STRUCTURE AND COMPENSATION 20 2023 Board Meetings 20 Board Committees 20 Board Risk Oversight 22 Compensation of Directors 22 2023 Director Compensation Table 25 COMPENSATION COMMITTEE REPORT 26 COMPENSATION DISCUSSION AND ANALYSIS 27 Executive Summary 27 Compensation Philosophy and Process 31 Compensation Decisions 35 Other Compensation Information 50 COMPENSATION TABLES 53 CEO PAY RATIO 69 PAY VERSUS PERFORMANCE 70 PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION 76 INFORMATION ABOUT EXECUTIVE OFFICERS 77 STOCK OWNERSHIP 79 Beneficial Ownership of Directors and Executive Officers 79 Beneficial Owners of More Than Five Percent 80 Delinquent Section 16(A) Reports 81 PROPOSAL 3 – 2024 EQUITY INCENTIVE PLAN 82 Best Practices and Updates 82 Burn Rate and Overhang 82 Summary of the 2024 Plan 84 New Plan Benefits 87 Equity Compensation Plan Information 89 PROPOSAL NO. 4 – AMENDMENT TO THE AMENDED A

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