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 28, 2021

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))

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	The NASDAQ Stock Market LLC

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 28, 2021 (“Annual Meeting”).

(b) There were a total of 34,795,540 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 29,455,442 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 the terms noted:

	For		Against		Abstain
	Number of votes	Percentage of voted shares	Number of votes	Percentage of voted shares	Number of votes	Percentage of voted shares
Roberto R. Herencia (3-year term)	23,432,547	84.55	4,255,683	15.35	25,223	0.07
John R. Layman (3-year term)	26,897,537	97.05	794,160	2.87	21,757	0.06
Kevin F. Riordan (3-year term)	27,370,583	98.76	321,805	1.16	21,066	0.92
Terry Schwakopf (3-year term)	27,509,229	99.26	179,930	0.65	24,294	0.07
Ellen R.M. Boyer (1-year term)	27,635,299	99.71	45,956	0.17	32,198	0.09
David I. Matson (1-year term)	27,609,939	99.63	81,592	0.29	21,922	0.06
John Pedersen (1-year term)	27,621,284	99.66	54,596	0.20	37,574	0.11

The number of Broker Non-Votes for each of the above individuals was 1,741,988.

Based on the votes set forth above, Directors Herencia, Layman, Riordan and Schwakopf were duly elected to serve as directors of the Company for a three year term expiring at the annual meeting of shareholders in 2024, and until their respective successors have been duly elected and qualified, and Directors Boyer, Matson and Pedersen were duly elected to serve as directors of the Company for a one 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 Connie R. Collingsworth, Brent A. Orrico, Mark J. Grescovich, David A. Klaue and Merline Saintil 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
26,627,350	926,000	160,103	1,741,988

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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, 2021.  This proposal received the following votes:

For	Against	Abstain	Broker Non-Votes
29,331,352	93,541	30,549	N/A

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, 2021 was duly ratified by the shareholders.

(c) None.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Banner Corporation dated April 29, 2021

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

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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 28, 2021	By: /s/ Peter J. Conner
	Peter J. Conner       Executive Vice President and         Chief Financial Officer

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EX-99.1

Exhibit 99.1

		Contact:  Mark J. Grescovich, President & CEO Peter J. Conner, 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, WA – April 29, 2021 – Banner Corporation (NASDAQ GSM: BANR), (“Company”), the parent company of Banner Bank, today announced that shareholders approved all proposals and re-elected all director nominees at its 2021 Annual Meeting of Shareholders held virtually on April 28, 2021.

About the Company

Banner Corporation is a $16.12 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.

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, 2020.  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.

XML

Document and Entity Information	Apr. 28, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 28, 2021
Entity Registrant Name	Banner Corporation
Entity Incorporation, State or Country Code	WA
Entity File Number	0-26584
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000946673
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	BANR
Security Exchange Name	NASDAQ