COLUMBIA BANKING SYSTEM, INC.
For the period ended May 14, 2026. Filed Mar 31, 2026.
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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 14, 2026 · Filed Mar 31, 2026
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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
March 31, 2026
To our Shareholders:
During 2025, we continued to advance our strategic priorities while delivering solid operating performance and consistent,
repeatable financial results. A defining milestone of the year was the announcement and closing of our strategic acquisition of
Pacific Premier Bancorp, Inc. (“Pacific Premier”), followed by a seamless systems conversion in January 2026. The acquisition
completed our Western footprint, bolstering our position as the preeminent regional bank in the Northwest and improving our
competitive position in other key western markets, most notably Southern California, where we now hold a top 10 deposit market
share position. We also contributed to our operational momentum through de novo growth, opening new locations in Arizona,
California, Colorado, and Oregon, funded by resources set aside from our 2024 expense initiatives. Our actions prioritized
optimized performance and long-term shareholder value creation as we support our associates, customers, and communities.
The Board has nominated 12 individuals for election or re-election, as applicable, at this year’s annual meeting of shareholders,
which will be held on Thursday, May 14, 2026, at 10:00 a.m. Pacific Time. Directors Maria M. Pope and S. Mae Fujita Numata have
not been nominated for re-election in connection with their desire to retire from the Columbia Board effective as of the Annual
Meeting. Ms. Pope and Ms. Numata served most recently as, respectively, Lead Independent Director of Columbia and Chair of the
Columbia Bank Trust Committee until its dissolution in December 2025. Ms. Pope and Ms. Numata have provided 12 and 14 years
of dedicated board service to the Company, respectively, and we are deeply grateful for their many years of leadership, insight,
and stewardship. Directors Steven R. Gardner, M. Christian Mitchell and Jaynie Miller Studenmund joined the Columbia Board in
connection with the acquisition of Pacific Premier. Mr. Gardner is the former board chair, chief executive officer and president of
Pacific Premier, and Mr. Mitchell and Ms. Studenmund are the former chairs of Pacific Premier’s audit committee and compensation
committee, respectively. They bring valuable banking and public company expertise to the Columbia Board and have been
nominated for election at the annual meeting.
The annual meeting on May 14, 2026, 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/COLB2026.
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. Pacific Time, 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. Pacific Time 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 during 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 31,2025, which is available on our website at
www.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.
Chair, Chief Executive Officer and President
Notice of Annual Meeting of Shareholders
Time and Date
10:00 a.m. Pacific Time on Thursday, May 14, 2026
Virtual Meeting
www.virtualshareholdermeeting.com/COLB2026
Visitwww.virtualshareholdermeeting.com/COLB2026 and enter the control number
found on your Notice, proxy card or instruction form.
How To Participate
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 20, 2026.
Record Date
Items of Business
Board
Recommendation
Page
Reference
The purposes of the meeting are as follows:
(1)To elect the 12 nominees for director named in the accompanying Proxy Statement
to serve on the Board of Directors until the 2027 annual meeting of shareholders or
until their successors have been elected and have qualified.
FOR
(2)To approve, on an advisory basis, the compensation of the Company’s named
executive officers.
FOR
(3) To ratify the appointment of Deloitte & Touche LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31,2026.
FOR
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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, visitwww.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/COLB2026
By Order of the Board of Directors,
Dated: March 31, 2026
Kumi Yamamoto Baruffi
EVP, General Counsel and Corporate Secretary / Tacoma, Washington
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.