Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
At the Umpqua special meeting, the following proposals were considered:
1. a proposal to approve the merger agreement (the "Umpqua merger proposal"); 2. a proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of Umpqua in connection with the transactions contemplated by the merger agreement (the "Umpqua compensation proposal"); and 3. a proposal to adjourn the Umpqua special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Umpqua special meeting to approve the Umpqua merger proposal (the "Umpqua adjournment proposal").
The Umpqua merger proposal and the Umpqua adjournment proposal were approved by
the requisite vote of Umpqua's shareholders. The Umpqua compensation proposal (a
non-binding, advisory proposal) was not approved by Umpqua's shareholders. The
final voting results for each proposal are described below. For more information
on each of these proposals, see the joint proxy statement/prospectus relating to
the transactions contemplated by the merger agreement filed by Umpqua with the
1. The Umpqua merger proposal: For Against Abstain Broker Non-Votes 184,205,981 1,320,765 112,283 N/A 2. The Umpqua compensation proposal: For Against Abstain Broker Non-Votes 65,021,652 115,010,551 5,606,826 N/A 3. The Umpqua adjournment proposal: For Against Abstain Broker Non-Votes 167,383,031 15,709,296 2,546,702 N/A
--------------------------------------------------------------------------------
Item 8.01 Other Events.
Also on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Exhibit 99.1 Joint Press Release ofUmpqua Holdings Corporation and Columbia Banking System, Inc., datedJanuary 26, 2022 . Exhibit 104 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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
--------------------------------------------------------------------------------
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
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.
--------------------------------------------------------------------------------
© Edgar Online, source