COLUMBIA BANKING SYSTEM INC
For the period ended May 15, 2025. Filed Apr 3, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Apr 3, 2025
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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
Columbia Banking System, Inc.
1301 A Street
Tacoma, Washington 98402-4200
April 3, 2025
To our Shareholders:
It has been two years since completion of the merger of Columbia Banking System, Inc. ("Columbia") and Umpqua Holdings
Corporation ("Umpqua"). With 2024 marking our first full year of combined performance, our Board of Directors (the "Board")
determined to remove certain merger-related provisions from our Bylaws to better reflect the governance of the combined company.
As a result, Columbia’s Bylaws no longer require that the Board be comprised of seven pre-merger Columbia directors and seven
pre-merger Umpqua directors, nor do they require that the Lead Independent Director be a pre-merger Columbia director. In light of
this progress and with the integration comfortably behind us, the Board also determined that the Executive Chair role served by
Cort O'Haver was no longer needed, and his service with the Company concluded on March 31, 2025.
The Board has nominated 11 individuals for re-election at this year’s annual meeting of shareholders, which will be held on
Thursday, May 15, 2025, at 10:00 a.m. Pacific Time. Directors Craig Eerkes and Peggy Fowler have not been nominated due
to their desire to retire from the Columbia Board as of the annual meeting, having served, respectively, as Chair of Columbia’s
Board and Chair of Umpqua’s board of directors prior to the merger closing. Since that time, Mr. Eerkes has served as the Lead
Independent Director of Columbia, and Ms. Fowler has served as the Chair of Columbia’s Nominating and Governance Committee.
Their many years of service and their leadership in our first years of operation as a combined company are deeply appreciated.
The annual meeting on May 15, 2025, will be conducted exclusively via live webcast. We believe this format enables engagement
with our shareholders regardless of size, resources or physical location. You will be able to attend the meeting online, vote your
shares electronically and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/COLB2025.
To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting
instruction form. The meeting webcast will begin promptly at 10:00 a.m. Pacific Time. We encourage you to access the meeting
prior to the start time. Online check-in will begin at 9:45 a.m., and you should allow ample time for the check-in procedures. If you
experience any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone
number will be made available on the virtual meeting registration page starting at 9:45 a.m. on the date of the meeting.
At the meeting, in addition to voting on the matters set forth in the proxy statement, you will have the opportunity to hear
management discuss developments in our business and industry in the past year and to ask questions pertinent to the meeting.
You will find additional information concerning our company and its operations, including its audited financial statements, in the
Annual Report for the year ended December 31, 2024, which is available on our website atwww.columbiabankingsystem.com
in the “Quarterly Results” section.
Whether or not you plan to attend the virtual meeting, please take the time to vote online, by telephone or by completing
and mailing the proxy card (if you received one) as soon as possible. Your opinion and your vote are important to us. Voting
by proxy will not prevent you from voting online if you attend the meeting, but it will ensure that your vote is counted if you are
unable to attend.
| Maria M. Pope | Clint E. Stein |
|---|---|
| Chair, Board of Directors | President and Chief Executive Officer |
Notice of Annual Meeting of Shareholders
Time and Date
10:00 a.m. Pacific Time on Thursday, May 15, 2025
Virtual Meeting
www.virtualshareholdermeeting.com/COLB2025
How To Participate
Visit www.virtualshareholdermeeting.com/COLB2025 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 17, 2025.
| Items of Business | ||
|---|---|---|
| The purposes of the meeting are as follows: | Board Recommendation | Page Reference |
| (1) To elect the 11 nominees for director named in the accompanying Proxy Statement to serve on the Board of Directors until the 2026 annual meeting of shareholders or until their successors have been elected and have qualified. | FOR | 9 |
| (2) To approve, on an advisory basis, the compensation of the Company’s named executive officers. | FOR | 32 |
| (3) 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. | FOR | 84 |
| 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. | ||
| Voting | |||
|---|---|---|---|
| By Internet: | By Telephone: | By Mail: | |
| To vote before the meeting, visit www.proxyvote.com | By Toll Free Number: 1-800-690-6903 | Follow the instructions on your proxy card | |
| To vote at the meeting, visit www.virtualshareholdermeeting.com/COLB2025 | |||
| By Order of the Board of Directors, | Dated: April 3, 2025 |
|---|---|
| Kumi Yamamoto Baruffi | |
| EVP, General Counsel and Corporate Secretary / Tacoma, Washington | |
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