Umpqua Holdings Corporation (NASDAQ:UMPQ) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 19, 2018, Umpqua Holdings Corporation filed Articles of Amendment to its Restated Articles of Incorporation to include a majority voting provision in uncontested elections. Shareholder approved the Articles of Amendment at the 2018 annual meeting held on April 18, 2018. The new provision provides that in any election of directors of the Corporation at a meeting of shareholders at which a quorum is present, each director shall be elected if the number of votes cast “for” the director exceeds the number of votes cast “against” the director; provided, however, that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors. The Restated Articles, as amended, are attached as Exhibit 3.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
|
(a) |
Annual Meeting. On April 18, 2018, Umpqua Holdings Corporation held its annual meeting of shareholders. Holders of over 93% of the shares of common stock outstanding as of the meeting’s record date were present and voted at the meeting either in person or by proxy. |
|
(b) |
Election of Directors. Shareholders elected the following nominees as directors, constituting the entire Board of Directors, by the votes indicated below. Each nominee received over 92% of the votes cast “FOR” his or her election as a director. |
|
Nominee |
For |
Against |
Abstain |
|
Peggy Y. Fowler |
187,456,971 |
200,172 |
166,969 |
|
Stephen M. Gambee |
186,374,771 |
1,222,303 |
232,960 |
|
James S. Greene |
185,382,995 |
2,241,003 |
200,114 |
|
Luis F. Machuca |
187,416,527 |
156,601 |
250,984 |
|
Cort O’Haver |
187,131,590 |
483,745 |
208,778 |
|
Maria Pope |
173,631,353 |
13,984,031 |
208,728 |
|
John Schultz |
187,470,213 |
148,737 |
205,162 |
|
Susan F. Stevens |
187,496,597 |
114,560 |
212,955 |
|
Hilliard C. Terry, III |
187,406,886 |
182,749 |
234,478 |
|
Bryan L. Timm |
184,708,893 |
2,918,785 |
202,356 |
There were 17,709,213 broker non-votes on the election of directors, say-on-pay and amendment to articles of incorporation matters. At the annual meeting, shareholders also voted on the following matters:
Ratification of Independent Registered Public Accounting Firm. Shareholders approved the non-binding proposal to ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, by the following vote:
|
Voted |
% of Voted |
|
|
For |
203,464,721 |
98.99 |
|
Against |
1,807,376 |
0.88 |
|
Abstain |
261,228 |
0.13 |
Amendment to Articles of Incorporation. Shareholders approved an amendment to the Articles of Incorporation to provide a majority voting standard in uncontested elections of directors by the following vote:
|
Voted |
% of Voted |
|
|
For |
187,362,551 |
99.75 |
|
Against |
217,358 |
0.12 |
|
Abstain |
244,203 |
0.13 |
“Say-on-Pay”. Shareholders approved on a non-binding basis, the Company’s executive compensation, as described in the proxy statement, by the following vote:
|
Voted |
% of Voted |
|
|
For |
183,766,359 |
97.84 |
|
Against |
3,306,694 |
1.76 |
|
Abstain |
751,060 |
0.40 |
|
Item 9.01 |
Financial Statements and Exhibits. |
UMPQUA HOLDINGS CORP ExhibitEX-3.1 2 umpqexh31restatedarticleso.htm RESTATED ARTICLES OF INCORPORATION,…To view the full exhibit click here
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.
