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 18, 2012
(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 17, 2012, 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

Percent

of Voted

 

 

Against

Percent

of Voted

 

 

Abstain

Percent

of Voted

Raymond P. Davis 87,435,604 99.15 458,711 0.54 266,494 0.31
Peggy Y. Fowler 84,391,181 99.10 537,727 0.63 231,901 0.27
Stephen M. Gambee 84,456,403 99.17 414,603 0.49 289,803 0.34
William A. Lansing 83,644,275 98.22 1,225,347 1.44 291,187 0.34
Luis F. Machuca 84,436,270 99.15 431,841 0.51 292,698 0.34
Diane D. Miller 84,503,436 99.23 407,801 0.48 249,572 0.29
Dudley R. Slater 84,458,510 99.18 405,937 0.48 296,362 0.35
Hilliard C. Terry, III 84,447,797 99.16 406,868 0.48 306,144 0.36
Bryan L. Timm 83,072,226 97.55 1,800,818 2.11 287,765 0.34
Frank R.J. Whittaker 84,464,220 99.18 411,421 0.48 285,168 0.33

 

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, 2012, was approved with the following votes:

 

    Voted Percent of Voted  
  For 98,581,734 98.14  
  Against 1,571,216 1.56  
  Abstain 298,219 0.30  

“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 Percent of Voted  
  For 81,200,281 95.35  
  Against 1,572,526 1.85  
  Abstain 2,388,002 2.80  
  Broker non-votes: 15,290,360 ---  

 

 
 

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 18, 2012 By:/s/ Steven L. Philpott
Steven L. Philpott
Executive Vice President/General Counsel
Secretary