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Section 1: 8-K (8-K)

umpq-20200420
0001077771false00010777712020-04-202020-04-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934


Date of Report: April 20, 2020
(Date of earliest event reported)


Umpqua Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)

Oregon
001-34624
93-1261319
(State or Other Jurisdiction of Incorporation or Organization)(Commission File Number)(I.R.S. Employer Identification Number)

One SW Columbia Street, Suite 1200
Portland, Oregon 97258
(address of Principal Executive Offices) (Zip Code)

(503) 727-4100
(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASSTRADING SYMBOLNAME OF EXCHANGE
Common StockUMPQThe NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]




Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) Annual Meeting. On April 20, 2020, Umpqua Holdings Corporation held its annual meeting of shareholders. Holders of more than 90% of the shares of common stock outstanding as of the meeting’s record date were present and voted at the meeting. There were 15,467,633 broker non-votes on the election of directors and say-on-pay matters.

(b) Election of Directors. Shareholders elected the each of the eleven nominees as directors, constituting the entire Board of Directors. Each director received more than 90% of the votes cast in favor of their election.


FORAGAINSTABSTAIN
Peggy Fowler181,299,4363,204,205255,989
Stephen Gambee181,276,6453,210,041272,944
James Greene182,865,7121,621,371272,547
Lisa Machuca183,464,9101,016,665278,055
Maria Pope166,785,42417,728,186246,020
Cort O’Haver183,073,4721,414,807271,351
John Schultz183,854,709630,859274,062
Susan Stevens183,915,011594,533250,086
Hilliard Terry183,753,870730,632275,128
Bryan Timm180,734,6153,764,043260,972
AnddriaVarnado183,913,207600,874245,549


At the annual meeting, shareholders also voted on and approved the following matters:

Ratification of Independent Registered Public Accounting Firm. Shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, by the following vote:

FORAGAINSTABSTAIN
199,823,328199,856204,079

“Say-on-Pay.” Shareholders approved the compensation of the named executive officers as described in the Compensation Discussion and Analysis and the tabular and accompanying narrative disclosure of named executive officer compensation in the proxy statement for the 2019 annual meeting of shareholders by the following vote:

FORAGAINSTABSTAIN
180,947,3373,333,076479,217



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
UMPQUA HOLDINGS CORPORATION
(Registrant)
Dated:  April 21, 2020
By:/s/ Andrew H. Ognall
Andrew H. Ognall
Executive Vice President, General Counsel and Secretary

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