Umpqua Holdings Corporation (NASDAQ:UMPQ) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year |
directors adopted new Bylaws provisions to provide that the board
may elect an executive chair as an officer of the corporation,
and that if the board of directors appoints an executive chair
(or a board chair who does not otherwise qualify as an
independent director), the board must appoint a lead director.
The amended bylaws provide that the lead director will perform
such duties as the board of directors may prescribe from time to
time, must qualify as an independent director under independence
standards adopted by the board of directors in compliance with
applicable laws, rules, regulations or listing standards, and
will preside at board of directors or shareholder meetings in the
absence of the board chair. The board of directors also updated
references in the Bylaws to the Nominating Committee to refer to
the Governance Committee to reflect the current name of the
independent nominating committee, and revised Section 1.6 of the
Bylaws to confirm that if applicable law or listing standards
require a vote at a shareholder meeting greater than the default
approval standard of more votes cast in favor of an action than
in opposition, then the applicable law or listing standard
requirement applies to such a vote.
|
(a)
|
Annual Meeting. On April 19, 2017, Umpqua Holdings
Corporation held its annual meeting of shareholders. Holders of over 93% of the shares of common stock outstanding as of the meetings record date were present 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 98% of the votes cast FOR his or her election as a director. |
|
Nominee
|
For
|
Against
|
Abstain
|
|
Raymond P. Davis
|
182,148,388
|
3,439,114
|
231,178
|
|
Peggy Y. Fowler
|
185,025,511
|
580,217
|
212,952
|
|
Stephen M. Gambee
|
184,591,173
|
991,051
|
236,456
|
|
James S. Greene
|
184,945,988
|
637,507
|
235,185
|
|
Luis F. Machuca
|
184,962,098
|
628,728
|
227,854
|
|
Cort OHaver
|
184,731,843
|
878,474
|
208,363
|
|
Maria Pope
|
182,694,599
|
2,900,704
|
223,377
|
|
John Schultz
|
185,091,785
|
504,130
|
222,764
|
|
Susan F. Stevens
|
185,112,421
|
487,343
|
218,916
|
|
Hilliard C. Terry, III
|
185,025,643
|
557,506
|
235,531
|
|
Bryan L. Timm
|
184,568,439
|
1,021,185
|
229,056
|
directors, and on the say-on-pay, frequency of say-on-pay and
shareholder proposal matters. At the annual meeting, shareholders
also voted on the following matters:
Shareholders approved the non-binding proposal to ratify the
appointment of Moss Adams LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2017, by the following vote:
|
Voted
|
% of Voted
|
|
|
For
|
204,394,301
|
99.39
|
|
Against
|
951,603
|
0.46
|
|
Abstain
|
303,138
|
0.15
|
Companys executive compensation, as described in the proxy
statement, by the following vote:
|
Voted
|
% of Voted
|
|
|
For
|
180,928,315
|
97.38
|
|
Against
|
3,966,714
|
2.13
|
|
Abstain
|
917,620
|
0.49
|
|
Uncast
|
6,030
|
N/A
|
for an annual>say-on-pay vote, by the following vote:
|
Voted
|
|
|
Annual
|
150,949,790
|
|
Every two years
|
713,523
|
|
Every three years
|
33,626,219
|
|
Abstain
|
529,147
|
materials in light of the shareholder vote on this matter.
proposal brought by the Sheet Metal Workers National Pension Fund
by the following vote:
|
Voted
|
% of Voted
|
|
|
For
|
110,675,397
|
59.57
|
|
Against
|
73,755,954
|
39.69
|
|
Abstain
|
1,381,227
|
0.74
|
|
Uncast
|
6,102
|
N/A
|
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
(d)
|
EXHIBITS
|
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. Umpqua Holdings Corporation (NASDAQ:UMPQ) Recent Trading Information
Umpqua Holdings Corporation (NASDAQ:UMPQ) closed its last trading session down -0.02 at 17.57 with 1,977,177 shares trading hands.
