Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 26, 2022, Columbia Banking System, Inc. ("Columbia") held a virtual
special meeting of shareholders (the "Special Meeting") in connection with the
Agreement and Plan of Merger, dated as of October 11, 2021 (the "Merger
Agreement"), among Columbia, Umpqua Holdings Corporation ("Umpqua") and Cascade
Merger Sub, Inc., a direct, wholly owned subsidiary of Columbia ("Merger Sub").
Pursuant to the Merger Agreement, Merger Sub will merge and into Umpqua with
Umpqua surviving the merger (the "First Merger"), and immediately following the
First Merger, Umpqua will merge with and into Columbia, with Columbia continuing
as the surviving corporation (the "Subsequent Merger", and together with the
First Merger, the "Mergers"). At the Special Meeting, Columbia's shareholders
considered certain matters related to the Mergers, each of which is described
more fully in the joint proxy statement/prospectus of Columbia and Umpqua dated
December 3, 2021 (the "Joint Proxy Statement/Prospectus"), as supplemented by
certain Company filings prior to the date of the Special Meeting. A total of
66,927,771 shares of Columbia's common stock were represented in person or by
proxy at the Special Meeting, which represented approximately 85.24% of
Columbia's total outstanding shares of common stock entitled to vote at the
Special Meeting.
The vote results on the matters presented at the Special Meeting are set forth
below.
Item 1 - Columbia Articles Amendment Proposal. A proposal to approve an
amendment to the amended and restated articles of incorporation of Columbia to
effect an increase in the number of authorized shares of Columbia common stock
from 115,000,000 to 520,000,000 (the "Columbia articles amendment proposal") was
approved upon the following votes:
Votes Votes
For Against Abstentions Broker Non-Votes
62,428,635 4,245,882 253,254 -
Item 2 - Columbia Share Issuance Proposal. A proposal to approve the issuance of
Columbia common stock in connection with the First Merger as merger
consideration to holders of Umpqua common stock pursuant to the Merger Agreement
(the "Columbia share issuance proposal") was approved upon the following votes:
Votes Votes
For Against Abstentions Broker Non-Votes
66,118,847 546,959 261,965 -
No adjournment of the Special Meeting was determined to be necessary or
appropriate and, accordingly, the Special Meeting was not adjourned and
proceeded to conclusion without consideration of a proposal to adjourn the
Special Meeting.
* * *
Item 8.01. Other Events.
Also on January 26, 2022, Columbia and Umpqua issued a joint press release
announcing the voting results of the Special Meeting and the results of the
virtual special meeting of Umpqua shareholders held on January 26, 2022. A copy
of the joint press release is attached hereto as Exhibit 99.1 and is
incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit 99.1 Joint Press Release of Columbia Banking System, Inc. and Umpqua
Holdings Corporation, dated January 26, 2022.
Exhibit 104 Cover Page Interactive Data File (embedded within Inline XBRL
document).
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CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking statements, including,
but not limited to, certain plans, expectations, goals, projections, and
statements about the benefits of the proposed transaction, the plans,
objectives, expectations and intentions of Umpqua and Columbia, the expected
timing of completion of the transaction, and other statements that are not
historical facts. Such statements are subject to numerous assumptions, risks,
and uncertainties. All statements other than statements of historical fact,
including statements about beliefs and expectations, are forward-looking
statements. Forward-looking statements may be identified by words such as
"expect," "anticipate," "believe," "intend," "estimate," "plan," "target,"
"goal," or similar expressions, or future or conditional verbs such as "will,"
"may," "might," "should," "would," "could," or similar variations. The
forward-looking statements are intended to be subject to the safe harbor
provided by Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934, and the Private Securities Litigation Reform
Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk
factors is complete, below are certain factors which could cause actual results
to differ materially from those contained or implied in the forward-looking
statements: changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on the global
economy and financial market conditions and Umpqua's and Columbia's respective
businesses, results of operations, and financial condition; uncertainty in U.S.
fiscal and monetary policy, including the interest rate policies of the Federal
Reserve Board or the effects of any declines in housing and commercial real
estate prices, high or increasing unemployment rates, or any slowdown in
economic growth particularly in the western United States; volatility and
disruptions in global capital and credit markets; movements in interest rates;
reform of LIBOR; competitive pressures, including on product pricing and
services; success, impact, and timing of Umpqua's and Columbia's respective
business strategies, including market acceptance of any new products or services
and Umpqua and Columbia's ability to successfully implement efficiency and
operational excellence initiatives; the nature, extent, timing, and results of
governmental actions, examinations, reviews, reforms, regulations, and
interpretations; changes in laws or regulations; the occurrence of any event,
change or other circumstances that could give rise to the right of one or both
of the parties to terminate the merger agreement to which Umpqua and Columbia
are parties; the outcome of any legal proceedings that have been or may be
instituted against Umpqua or Columbia; delays in completing the transaction; the
failure to obtain necessary regulatory approvals (and the risk that such
approvals may result in the imposition of conditions that could adversely affect
the combined company or the expected benefits of the transaction); the failure
to satisfy any of the other conditions to the transaction on a timely basis or
at all; changes in Umpqua's or Columbia's share price before closing, including
as a result of the financial performance of the other party prior to closing, or
more generally due to broader stock market movements, and the performance of
financial companies and peer group companies; the possibility that the
anticipated benefits of the transaction are not realized when expected or at
all, including as a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of the economy
and competitive factors in the areas where Umpqua and Columbia do business;
certain restrictions during the pendency of the proposed transaction that may
impact the parties' ability to pursue certain business opportunities or
strategic transactions; the possibility that the transaction may be more
expensive to complete than anticipated, including as a result of unexpected
factors or events; diversion of management's attention from ongoing business
operations and opportunities; potential adverse reactions or changes to business
or employee relationships, including those resulting from the announcement or
completion of the transaction; the ability to complete the transaction and
integration of Umpqua and Columbia successfully; the dilution caused by
Columbia's issuance of additional shares of its capital stock in connection with
the transaction; and other factors that may affect the future results of Umpqua
and Columbia. Additional factors that could cause results to differ materially
from those described above can be found in Umpqua's Annual Report on Form 10-K
for the year ended December 31, 2020 and its Quarterly Reports on Form 10-Q for
the three-month periods ended March 31, 2021, June 30, 2021 and September 30,
2021, which are on file with the SEC and available on Umpqua's investor
relations website, www.umpquabank.com, under the heading "Financials," and in
other documents Umpqua files with the SEC, and in Columbia's Registration
Statement on Form S-4, its Annual Report on Form 10-K for the year ended
December 31, 2020 and its Quarterly Reports on Form 10-Q for the three-month
periods ended March 31, 2021, June 30, 2021 and September 30, 2021, which are on
file with the SEC and available on Columbia's website, www.columbiabank.com,
under the heading "Financial Information" and in other documents Columbia files
with the SEC.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Neither Umpqua nor Columbia assumes
any obligation to update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required by federal
securities laws. As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue reliance on
such statements.
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