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 16, 2013
(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 16, 2013, 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 | 89,256,385 | 99.28 | 432,716 | 0.48 | 213,905 | 0.24 |
| Peggy Y. Fowler | 89,292,060 | 99.32 | 383,720 | 0.43 | 227,226 | 0.25 |
| Stephen M. Gambee | 88,820,217 | 98.80 | 848,199 | 0.94 | 234,590 | 0.26 |
| James S. Greene | 89,260,708 | 99.29 | 406,193 | 0.45 | 236,105 | 0.26 |
| Luis F. Machuca | 89,266,627 | 99.29 | 394,932 | 0.44 | 241,446 | 0.27 |
| Laureen E. Seeger | 89,327,072 | 99.36 | 355,845 | 0.40 | 220,088 | 0.24 |
| Dudley R. Slater | 89,249,596 | 99.27 | 423,035 | 0.47 | 230,374 | 0.26 |
| Susan F. Stevens | 89,311,746 | 99.34 | 356,362 | 0.40 | 234,898 | 0.26 |
| Hilliard C. Terry, III | 89,228,518 | 99.25 | 426,944 | 0.47 | 247,544 | 0.28 |
| Bryan L. Timm | 89,266,946 | 99.29 | 401,920 | 0.45 | 234,139 | 0.26 |
| Frank R.J. Whittaker | 89,270,870 | 99.29 | 410,474 | 0.46 | 221,662 | 0.25 |
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, 2013, was approved with the following votes:
| Voted | % of Voted | |||
| For | 101,777,481 | 98.54 | ||
| Against | 1,252,580 | 1.21 | ||
| Abstain | 257,148 | 0.25 |
“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 | 87,660,940 | 97.50 | ||
| Against | 1,604,883 | 1.79 | ||
| Abstain | 637,183 | 0.71 | ||
| Broker non-votes: | 13,392,210 | --- |
2013 Incentive Plan. The proposal to adopt the new Umpqua Holdings Corporation 2013 Incentive Plan was approved with the following votes:
| Voted | % of Voted | |||
| For | 85,669,342 | 95.29 | ||
| Against | 3,656,679 | 4.07 | ||
| Abstain | 576,985 | 0.64 | ||
| Broker non-votes: | 13,392,210 | --- |
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.
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UMPQUA HOLDINGS CORPORATION (Registrant)
| |
| Dated: April 19, 2013 |
By:/s/ Steven L. Philpott Steven L. Philpott Executive Vice President/General Counsel Secretary |