UMPQ 8-K Annual Meeting Results 2015


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
 
 
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
 
 
Date of Report: April 15, 2015
(Date of earliest event reported)
 
 
Umpqua Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
 
OREGON
(State or Other Jurisdiction of Incorporation or Organization)
000-25597
(Commission File Number)
93-1261319
(I.R.S. Employer Identification Number)
 
One SW Columbia Street, Suite 1200
Portland, Oregon 97258
(address of Principal Executive Offices) (Zip Code)
 
(503) 727-4100
(Registrant's Telephone Number, Including Area Code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 





Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a)
Not Applicable

(b)
Effective April 16, 2015, C. Webb Edwards resigned from the Board of Directors of Umpqua Holdings Corporation and Umpqua Bank for personal reasons.

Item 5.07     Submission of Matters to a Vote of Security Holders.
 
(a)
Annual Meeting. On April 15, 2015, Umpqua Holdings Corporation held its annual meeting of shareholders.

(b)
Election of Directors. The following directors, who constituted the entire Board of Directors, were elected at the meeting by the votes indicated:

Nominee
For
% of Voted For/Against
Against
% of Voted For/Against
Abstain
% of Voted For/Against
Ellen R.M. Boyer
176,338,096

99.88
218,630

0.12
404,231

N/A
Raymond P. Davis
176,322,833

99.85
267,345

0.15
371,874

N/A
Robert C. Donegan
171,642,170

97.21
4,929,156

2.79
390,727

N/A
C. Webb Edwards
176,316,660

99.85
256,084

0.15
389,308

N/A
Peggy Y. Fowler
176,310,655

99.85
260,901

0.15
389,847

N/A
Stephen M. Gambee
176,281,338

99.85
260,374

0.15
420,340

N/A
James S. Greene
170,549,603

96.77
5,685,532

3.23
726,918

N/A
Luis F. Machuca
170,573,270

96.77
5,691,899

3.23
696,884

N/A
Maria M. Pope
171,678,691

97.21
4,920,652

2.79
362,710

N/A
Susan F. Stevens
176,344,246

99.88
216,402

0.12
401,405

N/A
Hilliard C. Terry, III
175,634,355

99.66
602,261

0.34
725,437

N/A
Bryan L. Timm
170,553,894

96.77
5,685,725

3.23
722,434

N/A
 
At the annual meeting, shareholders also voted on the following matters:
 
Ratification of Auditors. The proposal to ratify the appointment of Moss Adams LLP as the company’s independent auditor for the fiscal year ending December 31, 2015, was approved with the following votes:
 
 
Voted
% of Voted For/Against
For
198,097,404

99.49

Against
1,008,975

0.51

Abstain
343,112

N/A

“Say-on-Pay”. The proposal to approve, on a non-binding basis, the Company’s executive compensation, as described in the proxy statement, was approved with the following votes:
 
 
Voted
% of Voted For/Against
For
140,956,594

80.73

Against
33,638,429

19.27

Abstain
2,367,030

N/A

Broker non-votes:
22,487,438

N/A

 





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
UMPQUA HOLDINGS CORPORATION
(Registrant)
 
 
Dated:  April 17, 2015
By:/s/ Andrew H. Ognall
Andrew H. Ognall
Executive Vice President, General Counsel and Secretary