8-K

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 24, 2012

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c)(3)    Compensatory Arrangements of Certain Officers

Banner Corporation (the “Company”) previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 26, 2012 that the Company and its financial institution subsidiary, Banner Bank (“Bank”), entered into an amended employment agreement (“Agreement”) with Mark J. Grescovich, President, Chief Executive Officer and Director of the Company and the Bank.  The Agreement provides that Mr. Grescovich shall receive a grant of the Company’s common stock in the form of restricted stock pursuant to a proposed 2012 Restricted Stock Plan (“Plan”), which Plan was approved by shareholders at the Annual Meeting of the Company that was held on April 24, 2012.  The aggregate value of the restricted stock grant Mr. Grescovich will receive is $300,000.  A copy of the Plan was included as Appendix B to the Company’s definitive proxy statement that was filed with the SEC on March 22, 2012 and is incorporated herein by reference.  The form of restricted stock award agreement is furnished as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07  Submission of Matters to a Vote of Security Holders

(a)   The Annual Meeting of the Company was held on April 24, 2012.

(b)   There were a total of 17,878,229 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 16,401,291 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of shareholders:

Proposal 1.  Election of Directors.  The following individuals were elected as directors for three year terms:

	FOR		WITHHELD		Broker Non-Votes
	# of votes	Percentage of shares present	# of votes	Percentage of  shares present	# of votes
Gordon E. Budke	13,376,040	98.71	175,246	1.29	2,850,005
Constance H. Kravas	13,378,640	98.73	172,646	1.27	2,850,005
John R. Layman	13,372,683	98.68	178,603	1.32	2,850,005
Michael M. Smith	13,378,156	98.73	173,130	1.27	2,850,005

Based on the votes set forth above, Messrs. Budke, Layman, Smith and Ms. Kravas were duly elected to serve as directors of the Company for a three year term expiring at the annual meeting of shareholders in 2015 and until their respective successors have been duly elected and qualified.

The terms of Directors Robert D. Adams, Edward L. Epstein, Robert J. Lane, Gary Sirmon, Jesse G. Foster, Mark J. Grescovich, D. Michael Jones, David A. Klaue and Brent A. Orrico continued.

Proposal 2.  Advisory approval of the compensation of the Company’s named executive officers. This proposal received the following votes:

For	Against	Abstain	Broker Non-Vote
13,334,621	183,339	33,326	2,850,005

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 selection of Moss Adams LLP as the Company’s independent auditors for the year ending December 31, 2012.  This proposal received the following votes:

For	Against	Abstain	Broker Non-Vote
16,344,354	43,200	13,737	-0-

Based on the votes set forth above, the appointment of Moss Adams LLP as the Company’s independent auditors to serve for the year ended December 31, 2012 was duly ratified by the shareholders.

Proposal 4.  The adoption of the Company’s 2012 Restricted Stock Plan. This proposal received the following votes:

For	Against	Abstain	Broker Non-Vote
9,342,315	4,173,407	35,564	2,850,005

Based on the votes set forth above, the adoption of the Company’s 2012 Restricted Stock Plan was approved by shareholders.

(c)           None.

Item 9.01 Financial Statements and Exhibits

(d)   Exhibits

The following exhibits are being filed herewith and this list shall constitute the exhibit index:

       10.1                 Form of Restricted Stock Award Agreement

       99.1                Press Release of Banner Corporation dated April 25, 2012

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:  April 25, 2012	By:  /s/ Mark J. Grescovich
	Mark J. Grescovich
	President and Chief Executive Officer

EX-10.1

Exhibit 10.1

BANNER CORPORATION

2012 RESTRICTED STOCK PLAN

RESTRICTED STOCK AWARD AGREEMENT

RS No. _______________                                                                Grant Date: _______________

This Restricted Stock Award of Shares ("Restricted Stock") is granted by Banner Corporation ("Company") to [Name] ("Grantee") in accordance with the terms of this Restricted Stock Award Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2012 Restricted Stock Plan, as amended from time to time ("Plan").  The Plan is incorporated herein by reference.

1.   Restricted Stock Award.  The Company makes this Restricted Stock Award of [Number]Shares to Grantee [in exchange for a payment of $________].  These Shares are subject to forfeiture and to limits on transferability until they vest, as provided in Sections 2, 3 and 4 of this Agreement and in Article VII of the Plan.

2.   Restriction Period (Vesting Dates):  The Shares shall be subject to a Restricted Period based on the following Vesting Date Schedule:

Vesting Date	Number of Shares Vesting
[At least a 3 year period.]

3.   Transferability.  The Grantee may not sell, assign, transfer, pledge or otherwise encumber any Shares that have not vested, except in the event of the Grantee’s death, by will or by the laws of descent and distribution, or pursuant to a domestic relations order as defined in the Plan.

4.   Terminationof Service.  If the Grantee terminates Service for any reason other than in connection with a Change in Control or the death or Disability of the Grantee, any Shares that have not vested as of the date of that Termination of Service shall be forfeited to the Company.  If the Grantee’s Termination of Service occurs on account of the Grantee’s death or Disability, the Vesting Date for all Shares that have not vested or been forfeited shall be accelerated to the date of that Termination of Service.

5.   Effect of Change in Control.  Upon a Change in Control, the Vesting Date for all Shares that have not vested or been forfeited shall be accelerated to the date of the earliest event constituting a Change in Control.  [May be modified at Committee’s election for 280G planning purposes for executive officers or directors that hold 1% or more of the Company's outstanding stock.]

6.   Stock Power.  The Grantee agrees to execute a stock power with respect to each stock certificate reflecting the Shares in favor of the Company.  The Shares shall not be issued by the Company until the required stock powers are delivered to the Company.

7.   Certificates for Shares.  The Company shall issue stock certificates in the name of the Grantee reflecting the Shares vesting on each Vesting Date in Section 2.  The Company shall retain these certificates until the Shares represented thereby become vested.  These certificates shall bear the following legend:

The transferability of this certificate and the Shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the Banner Corporation 2012 Restricted Stock Plan and an Award Agreement between Banner Corporation and [name] dated [grant date].  Copies of such Plan are on file in the office of the Secretary of Banner Corporation, 10 South First Avenue, Walla Walla, Washington, 99362.

8.   Grantee’s Rights.  As the owner of all Shares that have not vested, the Grantee shall be paid dividends by the Company with respect to those Shares at the same time as they are paid to other holders of the Company’s common stock.  The Grantee may exercise all voting rights appurtenant to the Shares.  [May be modified at Committee’s election, if desired.]

9.   Delivery of Shares to Grantee.  Upon the vesting of any Shares, the restrictions in Sections 3 and 4 shall terminate, and the Company shall deliver only to the Grantee (or, if applicable, the Grantee's Beneficiary or estate) a certificate (without the legend referenced in Section 7) and the related stock power in respect of the vesting Shares.  The Company’s obligation to deliver a stock certificate for vested Shares can be conditioned upon the receipt of a representation of investment intent from the Grantee (or the Grantee's Beneficiary) in such form as the Committee requires.  The Company shall not be required to deliver stock certificates for vested Shares prior to: (a) the listing of those Shares on the Nasdaq; or (b) the completion of any registration or qualification of those Shares required under applicable law.

10.   Adjustments in Shares.  In the event of any recapitalization, stock split, reorganization, merger, consolidation, spin-off, combination, exchange of securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the Committee shall equitably adjust the number of Shares or class of securities of the Company covered by this Agreement.  Any additional Shares or other securities received by the Grantee as a result of any such adjustment shall be subject to all restrictions and requirements applicable to Shares that have not vested.  The Grantee agrees to execute any documents required by the Committee in connection with an adjustment under this Section 10.

11.   Tax Election.  The Grantee understands that an election may be made under Section 83(b) of Code to accelerate the Grantee's tax obligation with respect to receipt of the Shares from the Vesting Dates to the Grant Date by submitting an election to the Internal Revenue Service substantially in the form attached hereto.

RS-2

12.   Tax Withholding.  The Company shall have the right to require the Grantee to pay to the Company the amount of any tax that the Company is required to withhold with respect to such Shares, or in lieu thereof, to retain or sell without notice, a sufficient number of Shares to cover the minimum amount required to be withheld.  The Company shall have the right to deduct from all dividends paid with respect to the Shares the amount of any taxes that the Company is required to withhold with respect to such dividend payments.

13.   Plan and Committee Decisions are Controlling.  This Agreement and the award of Shares to the Grantee are subject in all respects to the provisions of the Plan, which are controlling.  Capitalized terms herein not defined in this Agreement shall have the meaning ascribed to them in the Plan.  All decisions, determinations and interpretations by the Committee respecting the Plan, this Agreement or the award of Shares shall be binding and conclusive upon the Grantee, any Beneficiary of the Grantee or the legal representative thereof.

14.   Grantee’s Employment.  Nothing in this Agreement shall limit the right of the Company or any of its Affiliates to terminate the Grantee's service or employment as a director, officer or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services or employment of the Grantee.

15.   Amendment.  The Committee may waive any conditions of or rights of the Company or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Grantee without the Grantee's written consent.  To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion, to accelerate the vesting of the Shares or remove any other restrictions imposed on the Grantee with respect to the Shares, whenever the Committee may determine that such action is appropriate by reason of any unusual or nonrecurring events affecting the Company, any Affiliate or their financial statements or any changes in applicable laws, regulations or accounting principles.

16.   Grantee Acceptance.  The Grantee shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Company.

RS-3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

BANNER CORPORATION

By ________________________________

Its  ________________________________ 

ACCEPTED BY GRANTEE

___________________________________

(Signature) 

___________________________________ 

(Print Name)

___________________________________ 

(Street Address)

___________________________________ 

(City, State & Zip Code)

Beneficiary Designation:

The Grantee designates the following Beneficiary to receive the Shares upon Grantee’s death:

________________________________________________________________________

Name and relationship

________________________________________________________________________

Address

________________________________________________________________________

RS-4

STOCK POWER

(One stock power for each stock certificate issued)

For value received, I hereby sell, assign, and transfer to Banner Corporation (the "Company") ____________ shares of the capital stock of the Company, standing in my name on the books and records of the aforesaid Company, represented by Certificate No. ____________ and do hereby irrevocably constitute and appoint the Secretary of the Company attorney, with full power of substitution, to transfer this stock on the books and records of the aforesaid Company.

 ________________________________

Dated:

________________________

In the presence of:

________________________

83(b) ELECTION FORM

TO:           Internal Revenue Service Center

[Address where the employee files his or her personal income tax return]

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

Name:	__________________________________________________________________
Address:	__________________________________________________________________
	__________________________________________________________________ __________________________________________________________________

Social Security Number ____ - __ - ____

Property with respect to which this Election is made: _____ shares of the common stock of Banner Corporation.

Date of Grant or Transfer: ____________, _____.

Taxable Year for which Election is made:  Calendar Year _____.

Nature of the Restrictions to which the Property is Subject:  (i) a vesting schedule pursuant to which the taxpayer will not be fully vested in the property until ___________.

Fair Market Value of the Property upon receipt by taxpayer ______.

Amount Paid for the Property: ____________.

Copies of this Election have been furnished to ___________________________.

A copy of this Election also shall be attached to my IRS Form 1040 for calendar year _____.

__________                                       _____________________________________

Date                                                      Signature

RS-6

EX-99.1

Exhibit 99.1

    Contact: Mark J. grescovich, President & CEO Lloyd W. Baker, CFO (509) 527-3636 News Release

Banner Corporation Announces Results of Annual Meeting

Shareholders Approve Restricted Stock Plan and Confirm All Nominated Directors to Board

Walla Walla, WA – April 25, 2012 - Banner Corporation (NASDAQ GSM: BANR) today announced that shareholders appoved all proposals, including the 2012 Restricted Stock Plan, and re-elected all director nominees at its 2012 Annual Meeting held April 24, 2012 in Walla Walla, Washington.

About the Company

Banner Corporation, the parent company of Banner Bank and Islanders Bank, is a $4.2 billion bank holding company operating two commercial banks in Washington, Oregon and Idaho.  The banks serve the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans.

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. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements the Company may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company.