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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. [ ☐ ]





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