Umpqua Holdings Corporation (NASDAQ:UMPQ) Files An 8-K Other Events
Item 8.01 Other Events.

After communications with Institutional Shareholder Services (“ISS”), Umpqua Holdings Corporation determined that clarifying information regarding a director nominee would be helpful to shareholders.On March 2, 2018, Umpqua Holdings Corporation filed a proxy statement in connection with the solicitation of proxies for the 2018 Annual Meeting of Shareholders to be held Wednesday, April 18, 2018, at 2:00 p.m. Pacific Time. The proxy statement included information about director nominee James Greene and the composition of board committees. This Form 8-K provides additional information regarding Mr. Greene and the committees he currently serves on.

The table below shows the current membership of each board committee (and the membership as of March 2, 2018, the date of the above referenced proxy statement):

As disclosed in the proxy statement, Mr. Greene served as Board Chair of our subsidiary, Pivotus Ventures, Inc., and provided management consulting and worked with Pivotus on strategic planning and collaboration initiatives. In December 2017, the Compensation Committee along with the other independent directors (excluding Mr. Greene) reviewed Mr. Greene’s work with Pivotus, and approved a one-time payment to Mr. Greene of $150,000 for Pivotus-related work, subject to Mr. Greene’s acceptance of such payment. The board of directors determined that Mr. Greene would not qualify as “independent,” as defined in the NASDAQ listing rules, upon his acceptance of the payment, and approved the above committee structure effective with that event to ensure that the Governance (nominating) Committee consisted exclusively of independent directors. Mr. Greene served on the Governance Committee during 2017, with his service on the Governance Committee ending when he was determined to no longer be an independent director.

About Umpqua Holdings Corporation (NASDAQ:UMPQ)

Umpqua Holdings Corporation is a financial holding company. The Company’s principal operating subsidiaries include Umpqua Bank (the Bank) and Umpqua Investments, Inc. (Umpqua Investments). It operates through two segments: Community Banking and Home Lending. The Community Banking segment’s principal business focus is the offering of loan and deposit products to business and retail customers in its primary market areas. The Community Banking segment operates over 380 locations throughout Oregon, California, Washington, Idaho and Nevada. The Home Lending segment, which operates as a division of the Bank, originates, sells and services residential mortgage loans. The Company, through Umpqua Bank, provides a range of banking, wealth management, mortgage banking and other financial services to corporate, institutional and individual customers. The Company, through Umpqua Investments, engages in the retail brokerage business.