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): February 28, 2017

Banner Corporation

(Exact name of registrant as specified in its charter)

Washington (State or other jurisdiction of incorporation) 0-26584 (Commission File Number) 91-1691604 (I.R.S. Employer 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

(d)    Appointment of New Director

On February 28, 2017, Banner Corporation (“Company”) announced that Merline Saintil had been appointed as a director of the Boards of Directors of the Company and its financial institution subsidiary, Banner Bank (“Bank”). Ms. Saintil has served since November 2014 as Head of Operations for the Product & Technology group at Intuit in Mountain View, California, where her core responsibilities include driving global strategic growth priorities, leading merger and acquisition integration and divestitures, and overseeing the vendor management office. Before joining Intuit, Ms. Saintil served as Yahoo’s Head of Operations for Mobile & Emerging Products from February 2014 to November 2014, where she rapidly scaled the engineering organization through acquisitions and organic growth. Prior to joining Yahoo, Ms. Saintil increased her knowledge of technology and operations in a variety of roles at Joyent (2011-2013), PayPal (2010-2011), Adobe (2006-2010) and Sun Microsystems (2000-2006). In addition to her business interests, Ms. Saintil is passionate about supporting women and girls in leadership and technology. She currently serves on the Board of Directors of Watermark and Iridescent – two non-profits dedicated to increasing the number of women in leadership positions, and supporting girls in entrepreneurship and technology, respectively. She has received numerous awards for her contributions to her community and support of women in technology including being recognized by Business Insider as #6 on their list of the 22 Most Powerful Women Engineers in the World. It is not yet known to which committee(s) of the Company or the Bank Ms. Saintil will be appointed. For additional information concerning Ms. Saintil’s background, please refer to the press release dated March 1, 2017, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

There are no family relationships between Ms. Saintil and any director or other executive officer of the Company or the Bank and Ms. Saintil was not appointed as a director pursuant to any arrangement or understanding with any person. Ms. Saintil has not engaged in any transaction with the Company or the Bank that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

99.1    Press Release of Banner Corporation dated March 1, 2017.

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: March 1, 2017	By:	/s/ Lloyd W. Baker
		Lloyd W. Baker
		Executive Vice President and
		Chief Financial Officer

EX-99.1

		CONTACT:	MARK J. GRESCOVICH,
			PRESIDENT & CEO
			LLOYD W. BAKER, CFO
			(509) 527-3636
		NEWS RELEASE

Merline Saintil Joins Banner Corporation Board of Directors

Walla Walla, WA – March 1, 2017 – Banner Corporation (NASDAQ: BANR), the parent company of Banner Bank and Islanders Bank, today announced that Merline Saintil has been appointed to the Board of Directors of Banner Corporation. Ms. Saintil was also appointed to the Board of Directors of Banner Bank.

Merline Saintil serves as Head of Operations for the Product & Technology group at Intuit in Mountain View, California, where her core responsibilities include driving global strategic growth priorities, leading merger and acquisition integration and divestitures, and overseeing the vendor management office. Before joining Intuit, Ms. Saintil served as Yahoo’s Head of Operations for Mobile & Emerging Products, where she rapidly scaled the engineering organization through acquisitions and organic growth. Prior to joining Yahoo, Ms. Saintil increased her knowledge of technology and operations through a variety of roles at Sun Microsystems, Adobe, PayPal and Joyent.

In addition to her business interests, Ms. Saintil is passionate about supporting women and girls in leadership and technology. She currently serves on the Board of Directors of Watermark and Iridescent – two non-profits dedicated to increasing the number of women in leadership positions, and supporting girls in entrepreneurship and technology, respectively. She has received numerous awards for her contributions to her community and support of women in technology including being recognized by Business Insider as #6 on their list of the 22 Most Powerful Women Engineers in the World.

Upon graduating valedictorian, Ms. Saintil received a B.S. from Florida A&M University, where she graduated summa cum laude. She earned her M.S. from Carnegie Mellon University and has completed Stanford Directors’ College and Harvard Business School’s executive education programs.

“We are pleased to welcome Ms. Saintil to our Boards of Directors,” stated Mark J. Grescovich, President and CEO of Banner Corporation and Banner Bank, “and especially look forward to the valuable insight she brings with regard to the information technology arena.”

About the Company

Banner Corporation is a $9.8 billion bank holding company operating two commercial banks in five 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.

Forward-Looking Statements

Statements concerning future performance, developments or events, concerning expectations for growth and market forecasts, and any other guidance on future periods, constitute forward-looking statements, which are subject to a number of risks and uncertainties that might cause actual results to differ materially from stated objectives. Banner undertakes no responsibility to update or revise any forward-looking statements.

Note: Transmitted via Globe Newswire on March 1, 2017 at 1:00 p.m. PST.