8-K


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 20, 2016
(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 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 Company’s 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 Company’s 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)


Dated: April 21, 2016
By:/s/ Andrew H. Ognall       
Andrew H. Ognall
Executive Vice President/General Counsel
Secretary