COLUMBIA BANKING SYSTEM, INC. (NASDAQ:COLB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

Appointment of President and Chief Executive Officer and
Director

On June28, 2017, the Board of Directors (the Board) of Columbia
Banking System, Inc. (the Company) appointed Hadley S. Robbins to
serve as the Companys President and Chief Executive Officer and a
member of the Board effective as of July1, 2017. Mr.Robbins will
also serve as the President and Chief Executive Officer of the
Companys wholly owned subsidiary, Columbia State Bank (Columbia
Bank). In connection with Mr.Hadleys election as a director of
the Company, the Board increased the size of the Board to 11
directors.

Mr.Robbins, 60, served as the Companys Executive Vice President
and Chief Operating Officer from March 2014 through his
appointment as Interim Chief Executive Officer of the Company in
February 2017. He joined Columbia Bank as Senior Vice President
and Oregon Group Manager in April 2013, when the Company acquired
West Coast Bancorp, where Mr.Robbins served as Executive Vice
President and Chief Credit Officer since 2007. Mr.Robbins has 38
years of banking experience and has held senior and executive
positions with Wells Fargo Bank and community banks in the
Pacific Northwest. In light of Mr.Robbins deep experience in the
community banking industry, demonstrated leadership ability and
history with the Company, the Board has concluded that Mr.Robbins
should be elected to the Board.

There are no arrangements or understandings between Mr.Robbins
and any other persons to which he was selected as a director.
There are no family relationships between Mr.Robbins and any
director or executive officer of the Company (or person nominated
or chosen to become a director or executive officer of the
Company), and Mr.Robbins has no direct or indirect material
interest in any transaction required to be disclosed to Item
404(a) of Regulation S-K.

The Company and Columbia Bank entered into an employment
agreement (the Employment Agreement), effective July1, 2017, with
Mr.Robbins establishing his compensation as President and Chief
Executive Officer. The Employment Agreement, which has a term of
three years, provides that Mr.Robbins compensation will consist
of an annual base salary of $700,000, a target annual bonus
opportunity of 60% of annual base salary (which, for 2017, will
be determined based on the base salary actually paid to
Mr.Robbins in 2017) and an annual target long-term incentive
opportunity of 80% of annual base salary. In connection with his
appointment, Mr.Robbins will be granted long-term incentive
awards with an aggregate grant date fair value equal to $260,000,
25% of which will be in the form of restricted stock and 75% of
which will be in the form of performance shares, in each case
with terms consistent with the terms of the Companys 2017
long-term incentive awards.

During the term of his employment with the Company and Columbia
Bank, Mr.Robbins will be entitled to participate in the benefits
provided by the Company to its executives on a basis no less
favorable than the benefits provided to other executives and will
continue to participate in his Supplemental Executive Retirement
Plan in accordance with its terms.

If Mr.Robbins employment is terminated by the Company and
Columbia Bank for any reason other than cause, disability or
death, or if Mr.Robbins terminates employment for good reason (as
those terms are defined in the Employment Agreement), each of
which we refer to as a qualifying termination, Mr.Robbins will be
entitled to receive any earned but unpaid bonus for a prior
fiscal year and, subject to his execution of a release of claims,
(1)cash severance equal to 2.0 times Mr.Robbins annual base
salary, (2)a prorated bonus for the year of termination based on
actual performance, (3)a prorated portion of any long-term
incentive awards (based on actual performance in the case of
awards subject to performance-based vesting) and (4)continued
health and welfare benefits for 24 months.

Notwithstanding the foregoing, if Mr.Robbins experiences a
qualifying termination within six months prior to, or within 24
months following, a change in control of the Company (as defined
in the Employment Agreement), Mr.Robbins will be entitled to
receive (1)any earned but unpaid bonus for a prior fiscal year,
(2)cash severance equal to 2.5 times the sum of Mr.Robbins annual
base salary and target annual bonus, (3)a prorated target bonus
for the year of termination and (4)subject to Mr.Robbins
execution of a release of claims, continued health and welfare
benefits for 30 months. On any such qualifying termination,
Mr.Robbins long-term incentive awards will be treated in
accordance with their terms.

If Mr.Robbins employment is terminated due to Mr.Robbins death or
disability, Mr.Robbins will be entitled to receive any earned but
unpaid bonus for a prior fiscal year and Mr.Robbins long-term
incentive awards will be treated in accordance with their terms.

Mr.Robbins will be subject to customary restrictive covenants,
including non-competition and non-solicitation covenants during
his employment and for two years following termination of
employment for any reason.

A copy of the Employment Agreement is attached hereto as Exhibit
10.1 and is incorporated herein by reference. The foregoing
description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Employment Agreement.

On June28, 2017, the Company issued a press release announcing
Mr.Robbins appointment as President and Chief Executive Officer
of the Company and Columbia Bank and as a director of the
Company. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.