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Submission of Matters to a Vote of Security

(a)

Annual Meeting.

On April 20, 2016, Umpqua Holdings Corporation held its annual meeting of shareholders.

(b)

Election of Directors.

Shareholders elected the following nominees as directors, constituting the entire Board of Directors, by the votes indicated below. Each nominee received over 99% of the votes cast FOR his or her election as a director. There were 20,832,625 broker non-votes.

Nominee

For

Against

Abstain

Luanne Calvert

179,729,796

341,337

208,980

Raymond P. Davis

179,554,657

501,648

223,808

Peggy Y. Fowler

179,683,200

404,384

190,093

Stephen M. Gambee

179,677,382

370,625

232,105

James S. Greene

179,348,263

722,471

209,378

Luis F. Machuca

179,349,244

718,065

210,369

Maria Pope

179,407,142

672,846

200,125

John Schultz

179,698,068

370,080

211,965

Susan F. Stevens

179,744,927

329,373

203,378

Hilliard C. Terry, III

179,694,365

378,417

207,330

Bryan L. Timm

179,031,474

1,043,423

205,216

At the annual meeting, shareholders also voted on the following matters:

2013 Incentive Plan Amendment.

Shareholders approved

the proposal to add eight million shares to the 2013 Incentive Plan by the following vote:

Votes

% of Voted

For

169,743,719

94.16

Against

3,846,018

2.13

Abstain

6,690,376

3.71

Broker Non-Votes

20,832,625

N/A

Ratification of Independent Registered Public Accounting Firm.

Shareholders approved the non-binding proposal to ratify the appointment of Moss Adams LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2016, by the following vote:

Voted

% of Voted

For

199,484,497

99.19

Against

1,237,247

0.62

Abstain

390,993

0.19

Say-on-Pay.

Shareholders

approved on a non-binding basis, the Companys executive compensation, as described in the proxy statement, by the following vote:

Voted

% of Voted

For

173,299,563

96.13

Against

6,022,902

3.34

Abstain

955,213

0.53

Broker non-votes

20,832,625

N/A

With respect to nominees Peggy Fowler, Luis Machuca and Susan Stevens, and the Say on Pay proposal, there were 2,435 uncast broker votes.

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)

By:

/s/ Andrew H. Ognall

Andrew H. Ognall

Executive Vice President/General Counsel

Secretary

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Other recent filings from the company include the following:

Umpqua Holdings Corporation director just picked up 2,519 shares - April 25, 2016
Umpqua Holdings Corporation director just picked up 2,519 shares - April 25, 2016
Umpqua Holdings Corporation director just picked up 2,519 shares - April 25, 2016
Umpqua Holdings Corporation director just picked up 2,519 shares - April 25, 2016
Umpqua Holdings Corporation director just picked up 2,519 shares - April 25, 2016