8-K 1 8k42519.htm FORM 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 25, 2019


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))

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 Banner Corporation (the "Company") was held on April 25, 2019 ("Annual Meeting").

(b)
There were a total of 35,114,642 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 31,777,124 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.  Except as otherwise noted below, the following individuals were elected as directors for three year terms:
 
   
FOR
   
Against
   
Abstain
   
Broker Non-Votes
  
   
Number
of votes
    
Percentage
of
shares
present
    
Number
of votes
    
Percentage
of
shares
present
    
Number
of votes
    
Percentage
of
shares
present
    
Number
of votes
  
Cheryl R. Bishop
    
28,515,409
      
95.73
      
1,262,057
      
4.24
      
9,191
      
0.03
      
1,990,466
  
Connie R. Collingsworth 
29,299,621
      
98.37
      
420,731
      
1.41
      
66,305
      
0.22
      
1,990,466
  
Brent A. Orrico
    
29,415,952
      
98.76
      
298,275
      
1.00
      
72,430
      
0.24
      
1,990,466
  

Based on the votes set forth above, Directors. Bishop, Collingsworth and Orrico were duly elected to serve as directors of the Company for a three year term expiring at the annual meeting of shareholders in 2022, and until their respective successors have been duly elected and qualified.

The terms of Directors Mark J. Grescovich, David A. Klaue, Merline Saintil, Roberto R. Herencia, John R. Layman, David I. Matson, Kevin F. Riordan and Terry Schwakopf 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
29,259,924
  
331,540
  
195,192
  
1,990,466

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 future advisory votes on executive compensation should be held every one, two or three years:

One Year
  
Two Years
  
Three Years
  
Abstain
  
Broker Non-Votes
26,437,130
  
255,681
  
2,912,896
  
180,949
  
1,990,466


Based on the votes set forth above, an advisory vote on executive compensation to be held annually was approved by shareholders.
 
 
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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, 2019.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Votes
31,506,248
  
203,967
  
66,907
  
N/A


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, 2019 was duly ratified by the shareholders.

(c) None.

(d) In light of the voting results on Proposal 3 indicated above, the Company's Board of Directors decided that the Company will hold on 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 the advisory votes, which must occur at least once every six years.


Item 9.01 Financial Statements and Exhibits

(d)
Exhibits

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

 
 
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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 26, 2019
 By: /s/Peter J. Conner                           
 
        Peter J. Conner
 
        Executive Vice President and
             Chief Financial Officer
 


    

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