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COLUMBIA BANKING SYSTEM INC

For the period ended May 8, 2024. Filed Mar 27, 2024.

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About this filing

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 8, 2024 · Filed Mar 27, 2024

COLB$30.48+0.2%Stored close · as of Nov 6, 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

(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

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 RecommendationPage 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.FOR6
(2) To approve, on an advisory basis, the compensation of the Company’s named executive officers.FOR76
(3) To approve the 2024 Equity Incentive Plan.FOR82
(4) To approve an amendment to the Amended and Restated Employee Stock Purchase Plan.FOR90
(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.FOR94
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 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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.