8-K

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):

October 25, 2017

COLUMBIA BANKING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Washington	000-20288	91-1422237
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1301 A Street

Tacoma, WA 98402

(Address of principal executive offices) (zip code)

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 obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

☒ 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 of (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) of Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2017, the Board of Directors (the “Board”) of Columbia Banking System, Inc. (the “Company”) appointed Eric S. Forrest to serve on the Board effective upon the consummation of the merger (the “First Merger”) of Coast Merger Sub, Inc., an Oregon corporation and a wholly wned subsidiary of the Company (“Merger Sub”), with and into Pacific Continental Corporation, an Oregon corporation (“Pacific Continental”), pursuant to the Agreement and Plan of Merger, dated as of January 9, 2017 (the “Merger Agreement”), by and among the Company, Pacific Continental and Merger Sub.

Mr. Forrest, who until his appointment to the Board will remain a director of Pacific Continental, was designated by the Company to serve on the Board until such time as a successor is duly elected and qualified or until the earlier resignation or removal. Mr. Forrest has been appointed to the Personnel and Compensation Committee of the Board. A copy of Columbia’s press release announcing the director appointment is attached hereto as Exhibit 99.1.

Mr. Forrest has served as a Director of Pacific Continental and Pacific Continental Bank since June 2014. He was a founding member of Pepsi Northwest Bottlers and previously served on its Board of Directors. Mr. Forrest chairs the Oregon Beverage Recycling Board, which he also co-founded, and is a member of the Pepsi-Cola Bottlers Association Board of Directors. Mr. Forrest holds a B.S. from Oregon State University in Organizational Communication and an MBA from Willamette University’s Atkinson School of Management.

Compensatory arrangements for Mr. Forrest will be consistent with Columbia’s previously disclosed standard arrangements for non-employee directors. Such arrangements are described in Columbia’s proxy statement for its 2017 annual meeting filed on April 13, 2017, which descriptions are incorporated herein by reference.

Item 8.01. Other Events

The information set forth under Item 5.02 is incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1 Press Release issued October 31, 2017.

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.

Dated: October 31, 2017	COLUMBIA BANKING SYSTEM, INC.
	By:	/s/ Hadley S. Robbins
		Hadley S. Robbins President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

October 31, 2017

Columbia Banking System Announces Appointment of Eric Forrest to its Board of Directors

Eric Forrest

TACOMA, Wash., October 31, 2017 — Columbia Banking System, Inc. (NASDAQ: COLB, “Columbia”) announced the appointment of Eric Forrest to its Board of Directors, effective upon the closing of Columbia’s pending acquisition of Pacific Continental Corporation, which is anticipated to occur on November 1, 2017.

“We are delighted to welcome Eric Forrest to our Board of Directors,” said William Weyerhaeuser, Chairman of the Board of Columbia. “He has served on the Board of Pacific Continental Corporation since June 2014 and brings tremendous board leadership and operational experience, having led and grown a number of successful businesses. Importantly, he brings a deep appreciation for the communities of Oregon as well as dedication to the parallel cultures and values of Columbia and Pacific Continental.”

Eric Forrest has extensive business acumen and experience serving as co-president of Eugene-based beverage distributor Bigfoot Beverages. In addition to overseeing the company’s Pepsi franchises throughout Oregon, he manages Bigfoot’s day-to-day operations, warehousing and fleet. Along with Bigfoot Beverages and two small businesses in the Eugene market, Mr. Forrest serves as president of Riversdale Ranch Properties in his native city of Roseburg, Oregon.

Mr. Forrest served as a Director of Pacific Continental Bank and Pacific Continental Corporation since June 2014. He was a founding member of Pepsi Northwest Bottlers and previously served on the Board of Directors. Mr. Forrest chairs the Oregon Beverage Recycling Board, which he also co-founded, and is a member of the Pepsi-Cola Bottlers Association Board of Directors. Mr. Forrest holds a B.S. from Oregon State University in Organizational Communication and an MBA from Willamette University’s Atkinson School of Management.

Page 2 of 2

About Columbia

Headquartered in Tacoma, Washington, Columbia Banking System, Inc. is the holding company of Columbia Bank, a Washington state-chartered full-service commercial bank with locations throughout Washington, Oregon and Idaho. For the eleventh consecutive year, the bank was named in 2017 as one of Puget Sound Business Journal’s “Washington’s Best Workplaces.” Columbia ranked in the top 30 on the 2017 Forbes list of best banks. More information about Columbia can be found on its website at www.columbiabank.com.

Note Regarding Forward-Looking Statements

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, descriptions of Columbia’s management’s expectations regarding future events and developments such as future operating results, growth in loans and deposits, continued success of Columbia’s style of banking and the strength of the local economy. The words “will,” “believe,” “expect,” “intend,” “should,” and “anticipate” or the negative of these words or words of similar construction are intended in part to help identify forward looking statements. Future events are difficult to predict, and the expectations described above are necessarily subject to risks and uncertainties, many of which are outside our control, that may cause actual results to differ materially and adversely. In addition to discussions about risks and uncertainties set forth from time to time in Columbia’s filings with the Securities and Exchange Commission, available at the SEC’s website at www.sec.gov and the Company’s website at www.columbiabank.com, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our annual reports on Form 10-K and quarterly reports on Form 10-Q, (as applicable), factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following: (1) local, national and international economic conditions may be less favorable than expected or have a more direct and pronounced effect on Columbia than expected and adversely affect Columbia’s ability to continue its internal growth at historical rates and maintain the quality of its earning assets; (2) changes in interest rates could significantly reduce net interest income and negatively affect funding sources; (3) projected business increases following strategic expansion or opening or acquiring new branches may be lower than expected; (4) costs or difficulties related to the integration of acquisitions may be greater than expected; (5) competitive pressure among financial institutions may increase significantly; (6) legislation or regulatory requirements or changes may adversely affect the businesses in which Columbia is engaged, and (7) the proposed merger with Pacific Continental Corporation may not close when expected or at all because conditions to closing are not satisfied on a timely basis or at all, which may have an effect on the trading prices of Columbia’s stock. We believe the expectations reflected in our forward-looking statements are reasonable, based on information available to us on the date hereof. However, given the described uncertainties and risks, we cannot guarantee our future performance or results of operations and you should not place undue reliance on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws. The factors noted above and the risks and uncertainties described in our SEC filings should be considered when reading any forward-looking statements in this release.

Investor Relations Contact:

InvestorRelations@columbiabank.com

(253) 305-1921

Media Contact:

Moira Conlon

Financial Profiles, Inc.

(310) 622-8220