banr8k42313.htm

Washington	0-26584	91-1691604
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification No.)

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))

(a)	The Annual Meeting of Banner Corporation (the “Company”) was held on April 23, 2013 (“Annual Meeting”).

(b)

There were a total of 19,462,483 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 18,195,846 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 three year terms:

	FOR		WITHHELD		Broker Non-Votes
	# of votes	Percentage of shares voted	# of votes	Percentage of shares voted	# of votes
Robert D. Adams	16,031,678	98%	386,507	2%	1,777,661
Connie R. Collingsworth	16,139,647	98	278,538	2	1,777,661
Robert J. Lane	15,966,318	97	451,867	3	1,777,661
Gary Sirmon	16,034,761	98	383,424	2	1,777,661

Based on the votes set forth above, Messrs. Adams, Lane and Sirmon and Ms. Collingsworth were duly elected to serve as directors of the Company for a three year term expiring at the annual meeting of shareholders in 2016 and until their respective successors have been duly elected and qualified.

The terms of Directors Jesse G. Foster, Mark J. Grescovich, D. Michael Jones, David A. Klaue, Brent A. Orrico, Gordon E. Budke, Constance H. Kravas, John R. Layman and Michael M. Smith continued.

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

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

Proposal 3. An advisory (non-binding) vote on whether an advisory vote on executive compensation should be held every one, two or three years. This proposal received the following votes:

One Year			Two Years			Three Years			Abstain		Broker Non-Vote
14,201,252			124,312			1,933,623			158,998		1,777,661

Based on the votes set forth above, an advisory vote on executive compensation to be held annually was approved by shareholders.

Proposal 4. Ratification of the Audit Committee’s selection of Moss Adams LLP as the Company’s independent auditors for the year ending December 31, 2013. This proposal received the following votes:

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, 2013 was duly ratified by the shareholders.

Proposal 5. The adoption of an amendment to the Company’s 2012 Restricted Stock Plan. This proposal received the following votes:

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

(d) In light of the voting results on Proposal 3 indicated above, the Company’s Board of Directors decided that the Company will hold an annual advisory vote on the compensation of named executive officers. The Company will continue to hold annual advisory votes until the Company’s Board of Directors decides to hold the next shareholder advisory vote on the frequency of advisory votes, which must occur at least once every six years.

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

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 24, 2013	By: /s/ Lloyd W. Baker
	Lloyd W. Baker
	Executive Vice President & Chief Financial Officer

For		Against		Abstain		Broker Non-Vote
17,845,891		244,752		105,203		-0-