PACIFIC CONTINENTAL CORPORATION (NASDAQ:PCBK) Files An 8-K Submission of Matters to a Vote of Security Holders

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PACIFIC CONTINENTAL CORPORATION (NASDAQ:PCBK) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07

Submission of Matters to a Vote of Security
Holders.

Pacific Continental Corporation (the Company) held a special
meeting of shareholders on June8, 2017. The Companys shareholders
voted on the proposals listed below, each of which was described
in the Companys proxy statement for the meeting, dated April24,
2017. At the close of business on April12, 2017, the record date
of the special meeting, there were 22,667,110 shares of the
Companys common stock outstanding and entitled to vote.
17,264,055 of the Companys common shares, representing 76.16% of
the total Pacific Continental Corporation common shares issued
and outstanding, were represented in person or by proxy at the
special meeting.

Voting Results

Proposal 1 Approval of the Merger Agreement

The shareholders voted to approve the Agreement and Plan of
Merger, dated January9, 2017 (the Merger Agreement), by and among
the Company, Columbia Banking System, Inc. (Columbia) and Coast
Merger Sub, a to-be-formed Oregon corporation and a wholly owned
subsidiary of Columbia (Merger Sub), to which Merger Sub will
merge with and into the Company, with the Company as the
surviving corporation (the First Merger). Immediately following
the First Merger, the Company will merge with and into Columbia
(the Subsequent Merger), with Columbia continuing as the
surviving corporation (the Surviving Corporation). Immediately
after the Subsequent Merger, Pacific Continental Bank, an Oregon
state-chartered bank and wholly owned subsidiary of the Company,
will merge with and into Columbia State Bank, a Washington
state-chartered bank and wholly owned subsidiary of Columbia. The
results of voting were as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

16,935,632 56,095 272,328

Proposal 2 Advisory Vote on Certain Compensatory
Arrangements

The shareholders voted to approve, on a non-binding, advisory
basis, the agreements for and compensation to be paid by the
Company to the Companys named executive officers in connection
with the merger with Columbia, and the agreements and
understandings to which such compensation may be paid or become
payable. The results of voting were as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

11,311,547 5,553,640 398,868

Proposal 3 Approval of the Pacific Continental Adjournment
Proposal

The shareholders voted to approve one or more adjournments of the
Companys special meeting, if necessary or appropriate, including
adjournments to permit further solicitation of proxies in favor
of the merger proposal. The results of the voting were as
follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

15,980,489 940,420 343,146
Item8.01. Other Events.

On June 8, 2017, Pacific Continental Corporation issued a press
release announcing the results of the Special Meeting. A copy of
the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.

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

The following exhibits are being filed herewith:

ExhibitNo.

Description

99.1 Press release dated June 8, 2017 announcing the results of
the Special Meeting


About PACIFIC CONTINENTAL CORPORATION (NASDAQ:PCBK)

Pacific Continental Corporation is a bank holding company. The Company’s principal business activities are conducted through its subsidiary, Pacific Continental Bank (the Bank), an Oregon state-chartered bank with deposits insured by the Federal Deposit Insurance Corporation (FDIC). The Bank operates in over three primary markets, including Eugene, Oregon, Portland; Oregon/Southwest Washington, and Seattle, Washington. The Bank primarily operates in large commercial markets and provides banking and related services designed for community-based businesses, nonprofit organizations, professional service providers, and banking services for business owners. The Company provides traditional commercial and consumer banking services, including cash management products for businesses, online banking, safe deposit services, debit and automated teller machine (ATM) cards, automated clearing house (ACH) transactions, savings bonds, cashier’s checks, notary services and others.