Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On February 3, 2014
, Columbia Banking System, Inc.
("Columbia" or the "Company")
announced the appointment of Hadley Robbins
, age 57, as Executive Vice President
and Chief Operating Officer of the Company and its wholly owned subsidiary,
Columbia State Bank
, effective March 1, 2014
joined Columbia in April 2013
following the acquisition of West
, when he assumed the role of Senior Vice President, Oregon
Southwest Washington Group
Manager. Prior to joining Columbia, Mr. Robbins
served as Executive Vice President and Chief Credit Officer for West Coast Bank
since 2007. He has over 25 years of diverse banking experience including holding
executive positions with Wells Fargo Bank
, Pacific Northwest Bank
, Bank of the
and First Interstate Bank
.Columbia State Bank
has entered into a Change in Control Agreement with
, which becomes effective when he assumes his new position. The
agreement has a term of five years and supersedes all prior agreements except
for certain provisions of his Employment Agreement, dated April 1, 2013
relating to a retention bonus and the vesting of equity benefits.
The Change in Control Agreement provides that if Mr. Robbins'
terminated without "cause" or if he resigns for "good reason" within a year
following a "change in control" (as each term is defined in the agreement) or
sixty days prior to the public announcement of such change, he will receive a
severance benefit equal to two times his then-current annual base salary,
vesting of all stock options and lapse of all restrictions on restricted stock
awards. The agreement also addresses reimbursement of a relocation allowance,
payment of an annual bonus for 2013 and payment under a West Coast Bancorp
Supplemental Executive Retirement Plan. In the event of any severance benefit
paid under the Change in Control Agreement, Mr. Robbins
agrees not to compete
with the Bank or the Company for a period of two years.
A copy of the Change in Control Agreement will be filed as an Exhibit to the
2013 Annual Report on Form 10-K.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by Columbia announcing the appointment of
is furnished as Exhibit 99.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release dated February 3, 2014 announcing appointment of Hadley
Robbins as EVP & COO