Section 5.07 Submission of Matters to a Vote of Securityholders.
At January 26, 2022, Columbia Banking System, Inc. (“Columbia”) held a virtual special meeting of shareholders (the “Special Meeting”) in connection with the Agreement and the Merger Plan, dated October 11, 2021 (the “Merger Agreement”), between Columbia, Umpqua Holdings Corporation (“Umpqua”) and Cascade Fusion Sub, Inc., a direct wholly owned subsidiary of Columbia (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge and form Umpqua, with Umpqua surviving the Merger (the “First Merger”), and immediately following the First Merger, Umpqua will merge with and into Columbia, with Columbia remaining the surviving company (the ” Subsequent Merger”, and together with the First Merger, the “Mergers”). At the special meeting, Columbia shareholders considered certain merger-related matters, each of which is described in greater detail in Columbia’s and Umpqua’s joint proxy statement/prospectus dated
December 3, 2021 (the “Joint Proxy Statement/Prospectus”), as supplemented by certain documents filed by the Company prior to the date of the Special Meeting. A total of 66,927,771 shares of Columbia common stock were represented in person or by proxy at the special meeting, representing approximately 85.24% of the total outstanding shares of Columbia common stock entitled to vote at the special meeting.
The results of the vote on the matters presented at the special meeting are set out below.
Item 1 – Proposed Amendment to Columbia’s Articles of Association. A Proposal to Approve an Amendment to the Amended and Restated Articles of Columbia to Increase the Number of Authorized Common Shares of Columbia from 115,000,000 to 520,000,000 (the “Proposed to Amend the Articles of Columbia”) was approved by the following votes:
For Against Abstentions Broker Non-Votes
62,428,635 4,245,882 253,254 -
Item 2 – Proposed Issuance of Columbia Shares. A proposal to approve the issuance of common stock of Columbia in the First Merger as Merger Consideration to holders of common stock of Umpqua pursuant to the Merger Agreement (the “Proposal of ‘Columbia Share Issue’) was approved by the following votes:
For Against Abstentions Broker Non-Votes
66,118,847 546,959 261,965 -
No adjournment of the special meeting was deemed necessary or appropriate and, accordingly, the special meeting was not adjourned and concluded without consideration of a motion to adjourn the special meeting.
* * *
Item 8.01. Other Events.
Also on January 26, 2022Columbia and Umpqua issued a joint press release announcing the results of the special meeting vote 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 Section 8.01 by reference.
Item 9.01. Financial statements and supporting documents
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 in 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 regarding the benefits of the proposed transaction, the plans, goals, expectations and intentions of Umpqua and Columbia , the expected time of completion of the transaction and other statements that are not historical facts. These statements are subject to numerous assumptions, risks and uncertainties. All statements other than statements of historical fact, including statements of beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as “expect”, “anticipate”, “believe”, “intend”, “estimate”, “plan”, “target”, “objective” or similar expressions, or future or conditional verbs such as “will”, “may”, “could”, “should”, “would”, “could” or similar variations. 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.
Although there is no guarantee that the list of risks and uncertainties or risk factors is complete, listed below are certain factors that could cause actual results to differ materially from those contained or implied. referred to in forward-looking statements: changes in economic, political or industry conditions; the extent and duration of the COVID-19 pandemic and its impact on global economic and financial market conditions and the respective businesses, results of operations and financial condition of Umpqua and Columbia; the uncertainty in we
fiscal and monetary policy, including interest rate policies for Federal Reserve Board or the effects of any decline in housing and commercial property prices, high or rising unemployment rates, or any slowdown in economic growth, particularly in the west United States; volatility and disruptions in global capital and credit markets; interest rate movements; LIBOR reform; competitive pressures, including on product prices and services; the success, impact and timing of Umpqua’s and Columbia’s respective business strategies, including market acceptance of any new product or service and Umpqua’s and Columbia’s ability to successfully implement efficiency and operational excellence initiatives; the nature, extent, timing and results of governmental actions, reviews, reviews, reforms, regulations and interpretations; changes in laws or regulations; the occurrence of any event, change or other circumstance which may give rise to the right of either or both 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 brought against Umpqua or Columbia; delays in completing the transaction; 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); failure to meet any of the other terms of the transaction on a timely basis or at all; changes in the price of the shares of Umpqua or Columbia prior to closing, including due to the financial performance of the other party prior to closing, or more generally due to broader stock market movements, and the performance of the companies financial and peer group companies; the possibility that the expected benefits of the transaction may not be realized when expected or at all, including due to the impact or issues arising from the integration of the two companies or due to the strength of the economic and competitive factors in the areas in which Umpqua and Columbia do business; certain restrictions during the term of the proposed transaction that may impact the ability of the parties to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more costly to complete than expected, including due to unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes in business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and the integration of Umpqua and Columbia; dilution caused by Columbia issuing additional shares of its capital stock in connection with the transaction; and other factors that could affect the future results of Umpqua and Columbia. Other 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, 2021which are deposited with the SECOND and available on Umpqua’s Investor Relations website, www.umpquabank.com, under “Financials”, and in other filings by Umpqua with the SECONDand in Columbia’s registration statement on Form S-4, its annual report on Form 10-K for the fiscal 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, 2021which are deposited with the SECOND and available on Columbia’s website, www.columbiabank.com, under “Financial Information” and in other documents Columbia files with the SECOND.
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 undertakes 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 unforeseen events, except as federal laws on securities require it. Because forward-looking statements involve significant risks and uncertainties, caution should be exercised not to place undue reliance on such statements.
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