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STERLING FINANCIAL CORP /WA/ FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

February 26, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 25, 2014, Sterling Financial Corporation ("Sterling") held a special meeting of shareholders (the "Special Meeting"). Sterling's shareholders approved each of the three proposals detailed in Sterling's Definitive Proxy Statement on Schedule 14A dated January 22, 2014 and first mailed to Sterling's shareholders on or about January 24, 2014.

Following is a summary of the voting results for the three proposals:

FIRST: Sterling's shareholders adopted and approved the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 11, 2013, by and between Sterling and Umpqua Holdings Corporation ("Umpqua"), pursuant to which Sterling will merge with and into Umpqua (the "Merger"), as set forth below:

Shares Voted Percent of Voted Percent of Outstanding For 51,981,905 99.04% 83.35% Against 12,132 0.02% 0.01% Abstain 490,214 0.93% 0.78% Broker Non-votes 0 0 0 SECOND: Sterling's shareholders approved on an advisory (non-binding) basis the compensation that is tied to or based on the Merger and that will or may be paid to Sterling's named executive officers in connection with the Merger, as set forth below: Shares Voted Percent of Voted Percent of Outstanding For 41,999,692 80.02% 67.34% Against 10,038,082 19.12% 16.09% Abstain 446,477 0.85% 0.71% Broker Non-votes 0 0 0



THIRD: Sterling's shareholders approved an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt and approve the Merger Agreement, but in view of the adoption and approval of the Merger Agreement, this was not necessary:

Shares Voted Percent of Voted Percent of Outstanding For 49,381,359 94.08% 79.18% Against 2,682,838 5.11% 4.30% Abstain 420,054 0.80% 0.67% Broker Non-votes 0 0 0



Item 8.01. Other Events

On February 26, 2014, Sterling and Umpqua issued a joint press release announcing that the shareholders of Sterling and Umpqua had each approved the Merger Agreement at special meetings of the shareholders of Sterling and Umpqua held on February 25, 2014. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference into this Item 8.01.

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Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being furnished herewith:

Exhibit No. Exhibit Description 99.1 Joint press release of Sterling Financial Corporation and Umpqua Holdings Corporation dated February 26, 2014.



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Source: Edgar Glimpses


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