gbci-20200429

0000868671false00008686712020-04-292020-04-29

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2020

____________________________________________________________

GLACIER BANCORP, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________


Montana	000-18911	81-0519541
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

49 Commons Loop

Kalispell,

Montana

59901

(Address of principal executive offices)

(Zip Code)

(406)

756-4200

(Registrant’s telephone number, including area code)

____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, 00008686712020-04-292020-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

____________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2020

____________________________________________________________

GLACIER BANCORP, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________


Montana	000-18911	81-0519541
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

49 Commons Loop

Kalispell,

Montana

59901

(Address of principal executive offices)

(Zip Code)

(406)

756-4200

(Registrant’s telephone number, including area code)

____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GBCI	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The 2020 Annual Meeting of Shareholders of Glacier Bancorp, Inc. (the “Company”) was held virtually on April 29, 2020. The following matters were voted upon at the 2020 virtual Annual Meeting:

1. The election of nine directors to serve on the board of directors until the 2021 annual meeting.

2. Consideration of an advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers.

3. Ratification of the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

The following is a summary of the voting results for the matters voted upon by the shareholders.

1. Election of Directors


Director’s Name	Votes For	Votes Withheld	Broker Non-Votes
David C. Boyles	71,069,144	545,136	9,113,796
Randall M. Chesler	71,092,194	522,086	9,113,796
Sherry L. Cladouhos	71,044,571	569,709	9,113,796
James M. English	68,832,854	2,781,426	9,113,796
Annie M. Goodwin	71,095,775	518,505	9,113,796
Craig A. Langel	70,261,881	1,352,399	9,113,796
Douglas J. McBride	70,259,681	1,354,599	9,113,796
John W. Murdoch	70,271,276	1,343,004	9,113,796
George R. Sutton	71,076,473	537,807	9,113,796

Receiving a plurality of the votes cast, those nominated are the newly elected directors of the Company. They will hold office until their successors are elected and qualified or until they resign or are removed from office.

2. Advisory (Non-Binding) Resolution to Approve Named Executive Compensation


Votes For	Votes Against	Abstentions	Broker Non-Votes
69,398,861	1,855,430	359,989	9,113,796

The advisory resolution to approve the compensation of the Company’s named executive officers is approved.

3. Ratification of Appointment of Independent Registered Public Accounting Firm


Votes For	Votes Against	Abstentions
80,236,158	406,817	85,101

BKD, LLP is ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:

May 4, 2020

GLACIER BANCORP, INC.

/s/ Randall M. Chesler

By:

Randall M. Chesler

President and Chief Executive Officer

GBCI

NASDAQ Global Select Market

Emerging growth company ☐

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The 2020 Annual Meeting of Shareholders of Glacier Bancorp, Inc. (the “Company”) was held virtually on April 29, 2020. The following matters were voted upon at the 2020 virtual Annual Meeting:

1. The election of nine directors to serve on the board of directors until the 2021 annual meeting.

2. Consideration of an advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers.

3. Ratification of the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

The following is a summary of the voting results for the matters voted upon by the shareholders.

1. Election of Directors


Director’s Name	Votes For	Votes Withheld	Broker Non-Votes
David C. Boyles	71,069,144	545,136	9,113,796
Randall M. Chesler	71,092,194	522,086	9,113,796
Sherry L. Cladouhos	71,044,571	569,709	9,113,796
James M. English	68,832,854	2,781,426	9,113,796
Annie M. Goodwin	71,095,775	518,505	9,113,796
Craig A. Langel	70,261,881	1,352,399	9,113,796
Douglas J. McBride	70,259,681	1,354,599	9,113,796
John W. Murdoch	70,271,276	1,343,004	9,113,796
George R. Sutton	71,076,473	537,807	9,113,796

2. Advisory (Non-Binding) Resolution to Approve Named Executive Compensation


Votes For	Votes Against	Abstentions	Broker Non-Votes
69,398,861	1,855,430	359,989	9,113,796

The advisory resolution to approve the compensation of the Company’s named executive officers is approved.

3. Ratification of Appointment of Independent Registered Public Accounting Firm


Votes For	Votes Against	Abstentions
80,236,158	406,817	85,101

BKD, LLP is ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:

May 4, 2020

GLACIER BANCORP, INC.

/s/ Randall M. Chesler

By:

Randall M. Chesler

President and Chief Executive Officer

Cover Page	Apr. 29, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 29, 2020
Entity Registrant Name	GLACIER BANCORP, INC.
Entity Incorporation, State or Country Code	MT
Entity File Number	000-18911
Entity Tax Identification Number	81-0519541
Entity Address, Address Line One	49 Commons Loop
Entity Address, City or Town	Kalispell,
Entity Address, State or Province	MT
Entity Address, Postal Zip Code	59901
City Area Code	(406)
Local Phone Number	756-4200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	GBCI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000868671
Amendment Flag	false