CASCADE BANCORP (NASDAQ:CACB) Files An 8-K Submission of Matters to a Vote of Security Holders

CASCADE BANCORP (NASDAQ:CACB) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item5.07

Submission of Matters to a Vote of Security
Holders.

On May24, 2017, Cascade Bancorp (the Company) held a special
meeting of shareholders (the Special Meeting) to consider certain
proposals related to the Agreement and Plan of Merger, dated
November17, 2016 (the Merger Agreement), between the Company and
First Interstate BancSystem, Inc. (First Interstate), which
provides for, among other things and subject to the terms and
conditions set forth therein, the merger of the Company with and
into First Interstate (the Merger), with First Interstate
surviving the Merger.

Each of the three proposals considered and voted on at the
Special Meeting (as described below) was approved by the
requisite vote of the Companys shareholders. For more information
on each of these proposals, see the Companys definitive proxy
statement filed with the U.S. Securities and Exchange Commission
on April13, 2017.

As of March17, 2017, the record date for the Special Meeting,
there were 75,060,030 shares of common stock, without par value,
of the Company outstanding and entitled to vote, each of which
was entitled to one vote on each proposal at the Special Meeting.
At the Special Meeting, 57,762,514 shares of the Companys common
stock, representing approximately 77.0% of the outstanding shares
entitled to vote, were present in person or by proxy, which
constituted a quorum to conduct business.

At the Special Meeting, the following proposals were considered
and voted on, and the final voting results for each proposal are
set forth below:

1. Proposal to approve and adopt the Merger Agreement (the Merger
Agreement Proposal).

VotesforApproval

VotesAgainst

Abstentions

BrokerNon-Votes

57,376,478 77,459 308,577

2. Proposal to approve, by non-binding advisory vote, certain
compensation that will or may become payable to the Companys
named executive officers in connection with the Merger.

VotesforApproval

VotesAgainst

Abstentions

BrokerNon-Votes

51,703,324 5,672,154 387,036

3. Proposal to approve, by a non-binding advisory vote, the
amended and restated articles of incorporation of First
Interstate, which would become effective upon the completion of
the Merger.

VotesforApproval

VotesAgainst

Abstentions

BrokerNon-Votes

57,292,198 137,624 332,692

Because the Merger Agreement Proposal was approved, a proposal to
adjourn the Special Meeting to solicit additional proxies if
there were insufficient votes at the time of the Special Meeting
to approve the Merger Agreement Proposal was not needed and,
therefore, no vote was taken on that proposal.

Item8.01 Other Events.

On May24, 2017, the Company and First Interstate issued a joint
press release announcing the results of the Special Meeting, the
results of the Annual Meeting of First Interstate and the
anticipated timing for completing the Merger. A copy of the joint
press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item 8.01.

2

Item9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit

Number

Description of Exhibit
99.1 Joint press release of Cascade Bancorp and First Interstate
BancSystem, Inc., dated May24, 2017.


About CASCADE BANCORP (NASDAQ:CACB)

Cascade Bancorp is a United States-based bank holding company. The Company operates through its subsidiary, Bank of the Cascades (the Bank). The Bank is an Oregon state chartered bank. The Bank offers a range of commercial and retail banking services to its customers. It provides commercial real estate loans, real estate construction and development loans, and commercial and industrial loans, as well as consumer installment, line-of-credit, credit card and home equity loans. It also originates residential mortgage loans. It provides consumer and business deposit services, including checking, money market, time deposit accounts and related payment services, Internet banking, electronic bill payment and remote deposits. It provides trust and investment related services. As of December 31, 2015, the Bank operated 37 branches serving communities in Central, Southern and Northwest Oregon, as well as in the greater Boise/Treasure Valley, Idaho and Seattle, Washington areas.

CASCADE BANCORP (NASDAQ:CACB) Recent Trading Information

CASCADE BANCORP (NASDAQ:CACB) closed its last trading session down -0.03 at 7.32 with 69,001 shares trading hands.

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