Not independent
Tenure on this board
6.4 yrs
12 nominees · 3 ballot items.
Election of 12 directors; Advisory vote to approve named executive officers’ compensation (say-on-pay); Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Election of 12 nominees to the Board to serve until the 2027 annual meeting or until successors qualify.
Non-binding advisory vote to approve compensation of the Company’s named executive officers as disclosed in the proxy statement.
The management proposal asks shareholders to provide a non-binding endorsement of executive compensation (say-on-pay) for the named executive officers as disclosed in the CD&A and accompanying tables. Management is seeking shareholder approval to confirm alignment between pay and performance, citing a pay-for-performance philosophy, a mix of cash and performance-based equity awards, clawback policies, stock ownership guidelines, and compensation committee oversight with independent consultants. The board recommends FOR, arguing the program attracts and retains executives, aligns incentives with operating PPNR and long-term ROTCE/TSR metrics, and responded to shareholder feedback by evolving incentive metrics post-acquisition (e.g., Aon engagement, updated annual and long-term metrics). The advisory vote is non-binding but is considered by the Compensation Committee when setting future compensation. The proposal is contextualized by 2025 performance, including Pacific Premier acquisition, operating PPNR adjustments excluding acquisition results, and realized PSU outcomes, which management argues justify continued support for the program.
Ratify Deloitte & Touche LLP as Columbia’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 5.50% | 15,915,525 | $437M |
| 2 | BlackRock, Inc. | 5.27% | 15,249,264 | $418M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.95% | 14,339,716 | $393M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.57% | 13,224,625 | $363M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.48% | 12,965,683 | $356M |
| 6 | STATE STREET CORP | 4.31% | 12,476,160 | $342M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 4.15% | 12,017,666 | $330M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.61% | 10,439,791 | $286M |
| 9 | AMERICAN CENTURY COMPANIES INC | 3.36% | 9,736,069 | $267M |
| 10 | BlackRock, Inc. | 3.04% | 8,786,573 | $241M |
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