Columbia Banking System (COLB) 2026 annual meeting and say-on-pay outcomes

Rhea-AI Filing Summary

Columbia Banking System, Inc. reported results of its 2026 Annual Meeting of Shareholders held on May 14, 2026. Of 289,993,853 shares outstanding and entitled to vote, 270,265,070 shares were represented in person or by proxy.

Shareholders elected twelve directors, with each nominee receiving more votes for than against. They also approved, on an advisory (non-binding) basis, the compensation of the company’s named executive officers and supported the advisory ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 289,993,853 shares Shares present in person or by proxy: 270,265,070 shares Say-on-pay votes for: 240,301,679 votes +4 more

7 metrics

Shares outstanding entitled to vote 289,993,853 shares Outstanding and entitled to vote at 2026 Annual Meeting

Shares present in person or by proxy 270,265,070 shares Represented at 2026 Annual Meeting

Say-on-pay votes for 240,301,679 votes Advisory approval of executive compensation

Say-on-pay votes against 12,934,531 votes Advisory approval of executive compensation

Auditor ratification votes for 269,295,913 votes Advisory ratification of Deloitte & Touche LLP

Auditor ratification votes against 792,258 votes Advisory ratification of Deloitte & Touche LLP

Director votes for (highest example) 245,948,532 votes Votes for director Jaynie Miller Studenmund

Key Terms

broker non-votes, advisory (non-binding) resolution, independent registered public accounting firm, Annual Meeting of Shareholders

4 terms

broker non-votes financial

"Director's Name | Votes For | Votes Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) resolution financial

"An advisory (non-binding) resolution to approve the compensation of the Company's named executive officers"

independent registered public accounting firm financial

"to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Shareholders financial

"held the Company’s 2026 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

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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: May 14, 2026

(Date of earliest event reported)

Columbia Banking System, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Washington			000-20288			91-1422237
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

1301 A Street

Tacoma, Washington 98402-4200

(address of Principal Executive Offices)(Zip Code)

(253) 305-1900

(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))

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS			TRADING SYMBOL			NAME OF EXCHANGE
Common Stock, No Par Value			COLB			The Nasdaq Stock Market LLC

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) or 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 May 14, 2026, Columbia Banking System, Inc. (the “Company”) held the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). There were 289,993,853 shares outstanding and entitled to vote at the 2026 Annual Meeting; of those shares 270,265,070 were present in person or by proxy. The following matters were voted upon at the 2026 Annual Meeting:

1.The election of twelve directors to serve on the board of directors of the Company until the Company’s 2027 Annual Meeting of Shareholders or until their successors have been elected and have qualified;

2.An advisory (non-binding) resolution to approve the compensation of the Company's named executive officers; and

3.An advisory (non-binding) resolution to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

The following is a summary of the voting results for the matters voted upon by the shareholders.

1. Election of Directors

Director's Name						Votes For						Votes Against						Abstentions						Broker Non-Votes
Clint E. Stein						243,174,728						4,476,088						5,957,172						16,657,082
Luis F. Machuca						231,293,225						16,373,483						5,941,280						16,657,082
Mark A. Finkelstein						240,451,082						7,213,830						5,943,076						16,657,082
Eric S. Forrest						242,094,463						5,578,574						5,934,951						16,657,082
Steven R. Gardner						243,307,669						4,365,598						5,934,721						16,657,082
Randal L. Lund						245,583,922						2,088,282						5,935,784						16,657,082
M. Christian Mitchell						245,439,853						2,235,070						5,933,065						16,657,082
John F. Schultz						245,503,988						2,170,205						5,933,795						16,657,082
Elizabeth W. Seaton						243,847,354						3,829,949						5,930,685						16,657,082
Jaynie Miller Studenmund						245,948,532						1,727,727						5,931,729						16,657,082
Hilliard C. Terry, III						240,717,344						6,909,379						5,981,265						16,657,082
Anddria Varnado						245,889,746						1,760,093						5,958,149						16,657,082

2. Advisory (non-binding) Approval of Executive Compensation

Votes For						Votes Against						Abstentions						Broker Non-Votes
240,301,679						12,934,531						371,778						16,657,082

3. Advisory (non-binding) Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For						Votes Against						Abstentions						Broker Non-Votes
269,295,913						792,258						176,899						—

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. (Registrant)
Dated: May 15, 2026			By:/s/ Kumi Yamamoto Baruffi      Kumi Yamamoto Baruffi      Executive Vice President, General Counsel

FAQ

What was the quorum at Columbia Banking System (COLB)'s 2026 annual meeting?

A quorum was achieved, with 270,265,070 shares represented out of 289,993,853 shares outstanding and entitled to vote. This strong turnout allowed shareholders to validly act on director elections and advisory proposals presented at the 2026 Annual Meeting.

How did Columbia Banking System (COLB) shareholders vote on director elections in 2026?

Shareholders elected twelve directors, with each nominee receiving more votes for than against. Vote totals for individual directors ranged from about 231 million to 246 million shares in favor, with relatively low against and abstention totals plus broker non-votes reported.

Did Columbia Banking System (COLB) shareholders approve executive compensation in 2026?

Yes. In the advisory (non-binding) vote on executive compensation, 240,301,679 shares voted for, 12,934,531 against, and 371,778 abstained. There were 16,657,082 broker non-votes, indicating clear but non-binding shareholder support for the company’s named executive officer pay program.

Was Deloitte & Touche ratified as Columbia Banking System (COLB)'s auditor for 2026?

Yes. Shareholders gave strong advisory support to Deloitte & Touche LLP as independent registered public accounting firm, with 269,295,913 votes for, 792,258 against, and 176,899 abstentions. There were no broker non-votes on this ratification proposal.

How many Columbia Banking System (COLB) shares were entitled to vote at the 2026 meeting?

A total of 289,993,853 shares were outstanding and entitled to vote at the 2026 Annual Meeting. Of these, 270,265,070 shares were present in person or by proxy, enabling shareholder action on directors, executive compensation, and auditor ratification.

What advisory proposals were considered at Columbia Banking System (COLB)'s 2026 meeting?

Shareholders considered two advisory (non-binding) proposals: approval of compensation for named executive officers and ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, both of which received strong support.

Filing Exhibits & Attachments

3 documents

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