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):
July 26, 2017
COLUMBIA BANKING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation)
| 000-20288 | 91-1422237 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
1301 A Street
Tacoma, WA 98402
(Address of principal executive offices) (zip code)
Registrant’s 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 26, 2017, the Board of Directors of Columbia Banking System, Inc. (the “Company”) appointed Randy Lund to serve as a director on the Board of Directors of the Company and its wholly owned subsidiary, Columbia State Bank (“Columbia Bank”), effective immediately. Mr. Lund has 37 years of public accounting experience and is a former partner of KPMG.
There are no arrangements or understandings between Mr. Lund and any person pursuant to which he was selected to serve as a director on the Company’s and Columbia Bank’s Boards of Directors.
Mr. Lund is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Lund received a grant of restricted stock commensurate with grants recently awarded to the Company’s other directors.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are being filed herewith:
| Exhibit |
Description | |
| 99.1 | Press release dated July 26, 2017 announcing appointment of Randy Lund as Director. | |
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.
| Date: July 27, 2017 |
COLUMBIA BANKING SYSTEM, INC. | |||||
| By: | /s/ Kumi Y. Baruffi | |||||
| Kumi Y. Baruffi Executive Vice President, General Counsel | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated July 26, 2017 announcing appointment of Randy Lund as Director. | |