UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 21, 2025, Pacific Premier Bancorp, Inc., a Delaware corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”) virtually via live webcast to consider and vote upon (i) a proposal to adopt the Agreement and Plan of Merger, dated as of April 23, 2025, by and among the Company, Columbia Banking System, Inc., a Washington corporation (“Columbia”), and Balboa Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Columbia (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger, and immediately following the Merger, the Company will merge with and into Columbia (the “Second Step Merger”), with Columbia surviving the Second Step Merger (the “Merger Proposal”), (ii) a proposal to approve, on a non-binding advisory basis, the merger-related compensation payments that will or may be paid to the named executive officers of the Company in connection with the transactions contemplated by the Merger Agreement, (the “Compensation Proposal”) and (iii) a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the merger agreement or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to holders of the Company’s common stock (the “Adjournment Proposal”). As described below, there were sufficient shares of the Company’s common stock present in person or by proxy and voted at the Special Meeting in favor of the Merger Proposal, and as a result, the Adjournment Proposal was not considered or voted upon at the Special Meeting. The following are the voting results of the Special Meeting.
On June 12, 2025, the record date for the Special Meeting, there were 97,024,664 shares of the Company’s common stock outstanding and entitled to vote. Stockholders holding 82,355,544 shares of Company common stock were present at the Special Meeting, in person or represented by proxy, constituting a quorum.
| 1. | The Merger Proposal was approved by the following votes: |
| For | Against | Abstain | ||||||||
| 82,005,248 | 166,070 | 184,226 |
| 2. | The Compensation Proposal was not approved by the following votes: |
| For | Against | Abstain | ||||||||
| 13,100,554 | 69,209,973 | 45,017 |
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| ITEM 7.01 | Regulation FD Disclosure. |
On July 21, 2025, the Company and Columbia issued a joint press release announcing that, at their respective special meetings of the shareholders or stockholders, as applicable, held on July 21, 2025, Columbia’s shareholders approved the issuance of shares of Columbia’s common stock in connection with the Merger as merger consideration to the Company’s stockholders pursuant to the Merger Agreement, and the Company’s stockholders approved the Merger Proposal. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Joint Press Release, dated July 21, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XRBL document) |
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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.
| PACIFIC PREMIER BANCORP, INC. | ||
| Dated: July 21, 2025 | By: | /s/ Steven R. Gardner |
| Steven R. Gardner | ||
| Chairman, President and Chief Executive Officer |
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