Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
09 June 2017 - 7:06AM
Edgar (US Regulatory)
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 Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 8, 2017
COLUMBIA
BANKING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Washington
(State or
other jurisdiction of incorporation)
|
|
|
000-20288
(Commission File Number)
|
|
91-1422237
(IRS Employer Identification No.)
|
1301 A Street
Tacoma, WA 98402
(Address
of principal executive offices) (zip code)
Registrants telephone number, including area code: (253) 305-1900
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
☒
|
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))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) of Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
On June 8, 2017, Columbia
Banking System, Inc. (
Columbia
) held a special meeting of shareholders (the
Special Meeting
). At the close of business on April 12, 2017, the record date of the Special Meeting, there were 58,328,142
Columbia common shares issued and outstanding. 51,184,683 Columbia common shares, representing 87.75 % of the total Columbia common shares issued and outstanding were represented in person or by proxy at the Special Meeting.
At the Special Meeting, holders of Columbia common shares voted upon: (1) the issuance of Columbia common shares in the merger of a
to-be-formed wholly owned subsidiary of Columbia with and into Pacific Continental Corporation, an Oregon corporation (the
Columbia Share Issuance Proposal
); and (2) the approval of one or more adjournments of the Special
Meeting, if necessary or appropriate, including adjournments to solicit additional proxies in favor of the Columbia Share Issuance Proposal (the
Columbia Adjournment Proposal
). The final voting results for each of the proposals
voted upon at the Special Meeting, as certified by the inspector of election, are set forth below. The proposals are described in further detail in the definitive joint proxy statement/prospectus for the Special Meeting filed with the Securities and
Exchange Commission on April 24, 2017.
Proposal 1
: Columbias shareholders approved the Columbia Share Issuance
Proposal. The table below sets forth the voting results.
|
|
|
|
|
|
|
Shares For
|
|
Shares Against
|
|
Shares Abstaining
|
|
Broker Non-Votes
|
50,862,334
|
|
97,049
|
|
225,300
|
|
N/A
|
Proposal 2
: Columbias shareholders approved the Columbia Adjournment Proposal. The table below
sets forth the voting results.
|
|
|
|
|
|
|
Shares For
|
|
Shares Against
|
|
Shares Abstaining
|
|
Broker Non-Votes
|
45,977,332
|
|
4,988,922
|
|
218,429
|
|
N/A
|
On June 8, 2017, Columbia issued a press release announcing the
results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01.
|
Financial Statements and Exhibits.
|
(d)
Exhibits
.
The following exhibits are being filed herewith:
|
|
|
Exhibit No.
|
|
Description
|
|
|
99.1
|
|
Press release dated June 8, 2017 announcing the results of the Special Meeting.
|
2
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.
|
|
|
|
|
|
|
COLUMBIA BANKING SYSTEM, INC.
|
|
|
|
|
|
By:
|
|
/s/ Kumi Yamamoto Baruffi
|
|
|
|
|
Kumi Yamamoto Baruffi
Executive Vice
President, General Counsel
and Corporate Secretary
|
Dated: June 8, 2017
3
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
|
|
99.1
|
|
Press release dated June 8, 2017 announcing the results of the Special Meeting.
|
4
Pacific Continental e (NASDAQ:PCBK)
Historical Stock Chart
From Jun 2024 to Jul 2024
Pacific Continental e (NASDAQ:PCBK)
Historical Stock Chart
From Jul 2023 to Jul 2024