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.

 

 

UMPQUA HOLDINGS CORPORATION

(Registrant)

 

 

Dated:  April 19, 2013

By:/s/ Steven L. Philpott

Steven L. Philpott

Executive Vice President/General Counsel

Secretary