Columbia Banking System (COLB) Proxy filing summary

Executive summary

• Achieved a major milestone with the acquisition of Pacific Premier Bancorp, completing the Western footprint and strengthening market share, especially in Southern California, and expanding into Texas and other Western states.

• Opened new branches in Arizona, California, Colorado, and Oregon, funded by prior cost-saving initiatives, and unified branding across all business lines.

• Net income rose 3% to $550 million in 2025, with operating net income up 31% to $746 million, driven by acquisition and improved net interest margin.

• Customer deposits increased 37% to $48.8 billion, and commercial/owner-occupied CRE loans grew 26% in 2025.

• Returned capital to shareholders via $100 million in share repurchases and increased dividends, with a new $700 million repurchase program authorized through November 2026.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 12 directors, (2) advisory approval of executive compensation, and (3) ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Virtual annual meeting scheduled for May 14, 2026.

Board of directors and corporate governance

• Board set at 12 members, with two directors retiring and three new members joining from Pacific Premier.

• 10 of 12 directors are independent; board diversity includes a mix of gender, tenure, and backgrounds.

• Board leadership transitioned to combine Chair and CEO roles in January 2026, with a Lead Independent Director designated.

• Annual board and committee self-evaluations, mandatory retirement age of 75, and overboarding policy in place.

• Shareholder rights include one share, one vote, right to call special meetings, and act by written consent; no poison pill.