b8k.htm
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):
05/27/09
COLUMBIA
BANKING SYSTEM, INC.
(Exact
name of registrant as specified in its charter)
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Washington
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0-20288
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91-1422237
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1301
A Street
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Tacoma,
WA
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98402
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(Address
of principal executive offices)
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(Zip
Code)
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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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On May
27, 2009, the Personnel and Compensation Committee (the “Committee”) of the
Board of Directors (the “Board”) of Columbia Banking System, Inc. (the
“Company”), and the full Board, approved amendments (the “Amendments”) to the
Executive Supplemental Compensation Agreements among the Company, Columbia State
Bank (a subsidiary of the Company) and Melanie J. Dressel, President and Chief
Executive Officer, Gary R. Schminkey, Executive Vice President and Chief
Financial Officer, and Mark W. Nelson, Executive Vice President and Chief
Operating Officer, respectively (such agreements, collectively, the
“Agreements”). The Agreements comprise the Company’s supplemental
executive retirement plan (the “SERP”), and are intended to provide retirement
benefits to the covered executives.
Before
the Amendments, the SERP provided each covered executive with lifetime annual
retirement benefits generally targeted to be the lesser of (i) 60% of the
executive’s final full year of total compensation (as shown on Form W-2) or (ii)
a fixed amount. The SERP includes a number of restrictions on
payment, including a requirement, subject to certain exceptions, that the
executive attain age 65 (62 in the event of a change in control). The SERP
includes a number of potential adjustments to the date on which retirement
payments are initiated and to the amount of the executive’s
benefit. These potential adjustments include provisions for early
retirement at a reduced benefit amount, and a 2% annual inflation adjustment to
benefit payments. Executives terminated pursuant to a change in
control of the Company, or disabled under any circumstances, will be 100%
vested, regardless of tenure. Other potential SERP adjustments
include an elimination of benefits if the executive violates non-competition
requirements or if the executive is terminated for cause or resigns voluntarily
before achieving 100% vesting. The executive attains vesting by years
of service, with Ms. Dressel and Mr. Schminkey having fully vested and Mr.
Nelson having vested at 60% based on a vesting schedule of 10% per year
over 10 years.
The
Amendments revise the benefit calculation formula in the Agreements to eliminate
the alternative that the base annual retirement benefit, before any adjustments,
will be the lesser of 60% of
final full-year W-2 compensation or a fixed amount, resulting in the
fixed amount being the base amount of annual retirement benefits, subject to
adjustment as provided in the Agreements. Those fixed amounts are
$294,688, $206,957 and $161,627, for Ms.
Dressel, Mr. Schminkey and Mr. Nelson, respectively. The Amendments
also provide that passive ownership by a covered executive of less than one
percent of the outstanding shares of a publicly-traded competitor of the Company
will not be deemed a violation of the non-competition provisions of the
Agreements. The Committee approved the Amendments relating to the
benefit calculation formula in order to avoid significant variances in projected
retirement benefits from year to year arising from one-time non-recurring
material impacts on W-2 compensation for the prior year (e.g., due to stock option
gains or deferred compensation payouts), and to provide both the Company and the
executives with a greater degree of certainty about the amounts of retirement
benefits for each covered executive. The Company has been and will
continue to accrue an expense for the fixed benefit consistent with applicable
accounting requirements. The Committee approved the Amendments to the
non-competition provisions in order to avoid unintended technical violations
through de minimis
passive investments by executives in publicly-traded competitors. The
Amended and Restated Agreements also reflect certain other immaterial changes
previously approved that were necessary to comply with Internal Revenue Code
Section 409A.
The
foregoing description of the Agreements and the Amendments is qualified in its
entirety by reference to the complete Amended and Restated Agreements filed as
Exhibits 10.1, 10.2 and 10.3 to this report.
Item
9.01.
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Financial
Statements and Exhibits
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(d)
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The
following exhibits are being furnished
herewith:
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10.1
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Amended
and Restated Executive Supplemental Compensation Agreement dated as of May
27, 2009 among the Company, Columbia State Bank and Melanie J.
Dressel.
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10.2
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Amended
and Restated Executive Supplemental Compensation Agreement dated as of May
27, 2009 among the Company, Columbia State Bank and Gary R.
Schminkey.
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10.3
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Amended
and Restated Executive Supplemental Compensation Agreement dated as of May
27, 2009 among the Company, Columbia State Bank and Mark W.
Nelson.
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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.
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COLUMBIA
BANKING SYSTEM, INC.
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Dated: June
1, 2009
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/s/ Gary R. Schminkey
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Gary
R. Schminkey
Executive
Vice President and Chief
Financial
Officer
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