Umpqua Holdings Corporation (NASDAQ:UMPQ) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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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
On April 19, 2017, Umpqua Holdings Corporations board of
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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(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
There were 19,830,362 broker non-votes on the election of
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:
Ratification of Independent Registered Public Accounting Firm.
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
Say-on-Pay. Shareholders>approved on a non-binding basis, the
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
Frequency of Say-on-Pay. Shareholders>indicated a preference
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
The Company will conduct an annual say-on-pay vote in its proxy
materials in light of the shareholder vote on this matter.
Shareholder Proposal. Shareholders>approved the shareholder
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
99.1 Bylaws, as amended


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.