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0000939057-09-000234.txt : 20090828 0000939057-09-000234.hdr.sgml : 20090828 20090828155208 ACCESSION NUMBER: 0000939057-09-000234 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090826 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090828 DATE AS OF CHANGE: 20090828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANNER CORP CENTRAL INDEX KEY: 0000946673 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911691604 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26584 FILM NUMBER: 091043305 BUSINESS ADDRESS: STREET 1: 10 S FIRST AVENUE CITY: WALLA WALLA STATE: WA ZIP: 99362 BUSINESS PHONE: 5095273636 MAIL ADDRESS: STREET 1: 10 S FIRST AVENUE CITY: WALLA WALLA STATE: WA ZIP: 99362 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WASHINGTON BANCORP INC /WA/ DATE OF NAME CHANGE: 19980727 FORMER COMPANY: FORMER CONFORMED NAME: FIRST SAVINGS BANK OF WASHINGTON BANCORP INC DATE OF NAME CHANGE: 19950614 8-K 1 k828.htm BANNER CORPORATION FORM 8-K k828.htm

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): August 26, 2009

Banner Corporation

(Exact name of registrant as specified in its charter)

Washington	0-26584	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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 26, 2009, at a special meeting of shareholders of Banner Corporation (the “Company”), the Company’s shareholders approved an amendment to Article IV of the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 25,000,000 to 75,000,000. The amendment became effective at the close of business on August 28, 2009, the date on which Articles of Amendment to the Company’s Articles of Incorporation were filed with the Secretary of State of the State of Washington. A copy of the Articles of Amendment is filed as Exhibit 3.1 to this report. At the special meeting, the Company’s shareholders also voted on, but did not approve, a proposed amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of preferred stock from 500,000 to 10,000,000.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Articles of Amendment to Articles of Incorporation

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: August 28, 2009	By: /s/D. Michael Jones
	D. Michael Jones
	President and Chief Executive Officer

EX-3.1 2 ex31828.htm EXHIBIT 3.1 ex31828.htm

Exhibit 3.1

ARTICLES OF AMENDMENT

BANNER CORPORATION

Banner Corporation, a corporation organized and existing under the laws of the State of Washington (the “Corporation”), in accordance with the provisions of Chapter 23B.10 and Section 23B.06.020 of the Revised Code of Washington thereof, does hereby certify and submit for filing these Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is Banner Corporation.

SECOND: The amendment revised the first sentence of Article IV of the Corporation’s Articles of Incorporation to read as follows:

ARTICLE IV. Capital Stock. The total number of shares of all classes of capital stock which the corporation has authority to issue is 75,500,000, of which 75,000,000 shall be common stock of par value of $0.01 per share, and of which 500,000 shall be serial preferred stock of par value $0.01 per share.

THIRD: These Articles of Amendment to the Articles of Incorporation do not provide for an exchange, reclassification or cancellation of any issued shares.

FOURTH: The amendment was adopted on August 26, 2009.

FIFTH: The amendment was duly approved by the shareholders of the Corporation in accordance with the provisions of Sections 23B.10.030 and 23B.10.040 of the Revised Code of Washington.

[Remainder of page intentionally left blank]

SIGNATURE

Banner Corporation has caused these Articles of Amendment to be signed by D. Michael Jones, its President and Chief Executive Officer, this 28th day of August, 2009.

	BANNER CORPORATION


	/s/ D. Michael Jones
	D. Michael Jones
	President and Chief Executive Officer