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):  May 22, 2024

Banner Corporation
(Exact name of registrant as specified in its charter)

Washington
000-26584
91-1691604
(State or other jurisdiction 
(Commission File
(I.R.S. Employer
of incorporation)
Number)
Identification No.) 

  10 S. First Avenue
Walla Walla, Washington  99362
(Address of principal executive offices and zip code)

(509) 527-3636
(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, par value $.01 per share
  
BANR
  
NASDAQ

Indicate by check mark whether the registrant is an emerging growth company 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

(a)
The Annual Meeting of Shareholders (the “Annual Meeting”) of Banner Corporation (the “Company”) was held on May 22, 2024.

(b)
There were a total of 34,369,886 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 29,064,634 shares of common stock were represented in person or by proxy, therefore, a quorum was present. The following proposals were submitted by the Company’s Board of Directors to a vote of shareholders:

Proposal 1.  Election of Directors.  The following individuals were elected as directors for a one year term:

   
For
    
Against
    
Abstain
  
   
Number
of votes
    
Percentage
of
voted
shares
    
Number
of votes
    
Percentage
of
voted
shares
    
Number
of votes
    
Percentage
of
voted
shares
  
Margot J. Copeland
    
27,355,261
      
99.19
      
209,202
      
0.76
      
14,967
      
0.05
  
Mark J. Grescovich
    
27,443,382
      
99.51
      
120,885
      
0.44
      
15,163
      
0.05
  
Roberto R. Herencia
    
20,885,211
      
75.73
      
6,672,704
      
24.19
      
21,515
      
0.08
  
David A. Klaue
    
26,134,073
      
94.76
      
1,428,787
      
5.18
      
16,570
      
0.06
  
John R. Layman
    
26,629,738
      
96.55
      
934,314
      
3.39
      
15,378
      
0.06
  
Kevin F. Riordan
    
27,515,540
      
99.76
      
48,512
      
0.18
      
15,378
      
0.06
  
Terry S. Schwakopf
    
27,070,111
      
98.15
      
489,604
      
1.78
      
19,715
      
0.07
  
Paul J. Walsh
    
27,529,377
      
99.82
      
30,675
      
0.11
      
19,378
      
0.07
  

The number of Broker Non-Votes for each of the above individuals was 1,485,203.

Based on the votes set forth above, Directors Copeland, Grescovich, Herencia, Klaue, Layman, Riordan, Schwakopf and Walsh were duly elected to serve as directors of the Company for a one-year term expiring at the annual meeting of shareholders in 2025, and until their respective successors have been duly elected and qualified.

The terms of Directors Ellen R.M. Boyer, Connie R. Collingsworth, and John Pedersen continued.

Proposal 2.  An advisory (non-binding) vote to approve our executive compensation.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Votes
26,533,137
  
1,012,189
  
34,104
  
1,485,203

Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by shareholders.




Proposal 3.  Ratification of the Audit Committee’s appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Votes
28,031,397
  
1,023,708
  
9,528
  
0

Based on the votes set forth above, the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm to serve for the year ending December 31, 2024 was duly ratified by the shareholders.

Item 9.01 Financial Statements and Exhibits

(d)
Exhibits


104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

 
BANNER CORPORATION
 
 
Date:  May 24, 2024 
By:  /s/Robert G. Butterfield                            
 
        Robert G. Butterfield
 
        Executive Vice President and
 
           Chief Financial Officer






Exhibit 99.1
CONTACT:
MARK J. GRESCOVICH,
 
PRESIDENT & CEO
 
ROBERT G. BUTTERFIELD, CFO
 
(509) 527-3636
 
NEWS RELEASE
       
       
       

Banner Corporation Announces Results of Annual Meeting,
Shareholders Approve All Proposals and Confirm All Nominated Directors to Board


Walla Walla, Wash – May 24, 2024 – Banner Corporation (NASDAQ GSM: BANR), (“Banner” or the “Company”), the parent company of Banner Bank, today announced that shareholders approved all proposals and re-elected all director nominees at its 2024 Annual Meeting of Shareholders held virtually on May 22, 2024.
About the Company
Banner Corporation is a $15.52 billion bank holding company operating one commercial bank in four Western states through a network of branches offering a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans.  Visit Banner Bank on the Web at www.bannerbank.com.

Forward-Looking Statements
This press release contains statements that the Company believes are “forward-looking statements.” These statements relate to the Company’s financial condition, results of operations, plans, objectives, future performance or business. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, and actual results and performance in future periods may be materially different from any future results or performance suggested by the forward-looking statements in this release. Factors that might cause such differences include, but are not limited to, those identified in our risk factors contained in Banner Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Such forward-looking statements speak only as of the date of this release. Banner Corporation expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any changes in the Company’s expectations of results or any change in events.



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Document and Entity Information
May 22, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 22, 2024
Entity File Number 000-26584
Entity Registrant Name Banner Corporation
Entity Central Index Key 0000946673
Entity Incorporation, State or Country Code WA
Entity Tax Identification Number 91-1691604
Entity Address, Address Line One 10 S. First Avenue
Entity Address, City or Town Walla Walla
Entity Address, State or Province WA
Entity Address, Postal Zip Code 99362
City Area Code 509
Local Phone Number 527-3636
Title of 12(b) Security Common Stock, par value $.01 per share
Trading Symbol BANR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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