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, 2014
(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 5.07 Submission of Matters to a Vote of Security Holders.

 

(a)Annual Meeting. On April 15, 2014, Umpqua Holdings Corporation held its annual meeting of shareholders.

 

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

 

Nominee For % of Voted Against % of Voted Abstain % of Voted
Raymond P. Davis 90,892,709 99.53 178,324 0.20 247,294 0.27
Peggy Y. Fowler 90,890,916 99.53 168,363 0.19 259,048 0.28
Stephen M. Gambee 90,914,979 99.56 156,859 0.17 246,490 0.27
James S. Greene 90,904,491 99.55 165,565 0.18 248,272 0.27
Luis F. Machuca 90,892,936 99.53 176,892 0.20 248,500 0.27
Laureen E. Seeger 90,949,907 99.60 147,324 0.16 221,097 0.24
Dudley R. Slater 90,904,917 99.55 163,892 0.18 249,519 0.27
Susan F. Stevens 90,955,038 99.60 141,253 0.16 221,554 0.24
Hilliard C. Terry, III 90,883,639 99.52 185,523 0.21 249,165 0.27
Bryan L. Timm 90,907,855 99.55 159,448 0.18 251,025 0.27

 

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, 2014, was approved with the following votes:

 

    Voted % of Voted  
  For 103,648,229 98.88  
  Against 843,774 0.80  
  Abstain 334,747 0.32  

“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 88,771,940 97.22  
  Against 1,492,727 1.63  
  Abstain 1,053,660 1.15  
  Broker non-votes: 13,508,423 ---  
 

 
 

 

 

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 18, 2014 By:/s/ Steven L. Philpott
Steven L. Philpott
Executive Vice President/General Counsel
Secretary