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

Bank of Commerce Holdings (the "Company") held a special meeting of shareholders on September 21, 2021. The Company's shareholders voted on the proposals listed below, each of which was described in the Company's proxy statement for the meeting dated August 17, 2021. At the close of business on August 11, 2021, the record date of the special meeting, there were 16,757,032 shares of the Company's common stock outstanding and entitled to vote. Of those shares, 11,091,395, representing 66.18% of the total shares outstanding and entitled to vote, were represented in person or by proxy at the special meeting.

Voting Results

Proposal 1 - Approval of the Merger Agreement

The shareholders voted to approve the Agreement and Plan of Merger, dated as of June 23, 2021 (the "Merger Agreement"), by and between the Company and Columbia Banking System, Inc. ("Columbia"), pursuant to which the Company will merge with and into Columbia (the "Merger"), with Columbia continuing as the surviving corporation (the "Surviving Corporation").Shortly thereafter, Merchants Bank of Commerce, a California state-chartered bank and wholly owned subsidiary of the Company, will merge with and into Columbia State Bank, a Washington state-chartered bank and wholly owned subsidiary of Columbia. The results of voting were as follows:



Votes For    Votes Against   Abstain   Broker Non-Votes
10,643,264      435,414      12,717           0

Proposal 2 - Advisory Vote on Certain Compensatory Arrangements

The shareholders voted to approve, on a non-binding, advisory basis, the agreements for and compensation to be paid by the Company to the Company's named executive officers in connection with the Merger, and the agreements and understandings pursuant to which such compensation may be paid or become payable. The results of voting were as follows:



Votes For   Votes Against   Abstain   Broker Non-Votes
6,448,336     4,078,924     564,135          0

Proposal 3 - Approval of the Adjournment Proposal

The shareholders voted to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger proposal. The results of the voting were as follows:

Votes For Votes Against Abstain Broker Non-Votes 10,397,984 662,029 31,382

           0


Item 8.01.     Other Events.

On September 22, 2021, the Company and Columbia issued a joint press release announcing the results of the special meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:




Exhibit No.    Description

99.1             Press release dated September 22, 2021 announcing the results of
               the special meeting of shareholders
104            Cover Page Interactive Data File (formatted as Inline XBRL document)

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