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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)

 

 

Columbia Banking System, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Washington			000-20288			91-1422237
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

 

1301 A Street

Tacoma, Washington 98402-4200

(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
Common Stock, No Par Value			COLB			The Nasdaq Stock Market LLC

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. [ ☐ ]

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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						—

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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