BANNER CORP

Regulatory Filings • May 24, 2024

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): May 22, 2024

Banner Corporation

(Exact name of registrant as specified in its charter)

Washington	000-26584	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	NASDAQ

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 Shareholders (the “Annual Meeting”) of Banner Corporation (the “Company”) was held on May 22, 2024.

(b) There were a total of 34,369,886 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 29,064,634 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 a one year term:

Number of votes	Percentage of voted shares	Number of votes	Percentage of voted shares	Number of votes	Percentage of voted shares
Margot J. Copeland	27,355,261	99.19	209,202	0.76	14,967	0.05
Mark J. Grescovich	27,443,382	99.51	120,885	0.44	15,163	0.05
Roberto R. Herencia	20,885,211	75.73	6,672,704	24.19	21,515	0.08
David A. Klaue	26,134,073	94.76	1,428,787	5.18	16,570	0.06
John R. Layman	26,629,738	96.55	934,314	3.39	15,378	0.06
Kevin F. Riordan	27,515,540	99.76	48,512	0.18	15,378	0.06
Terry S. Schwakopf	27,070,111	98.15	489,604	1.78	19,715	0.07
Paul J. Walsh	27,529,377	99.82	30,675	0.11	19,378	0.07

The number of Broker Non-Votes for each of the above individuals was 1,485,203.

Based on the votes set forth above, Directors Copeland, Grescovich, Herencia, Klaue, Layman, Riordan, Schwakopf and Walsh were duly elected to serve as directors of the Company for a one-year term expiring at the annual meeting of shareholders in 2025, and until their respective successors have been duly elected and qualified.

The terms of Directors Ellen R.M. Boyer, Connie R. Collingsworth, and John Pedersen 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
26,533,137	1,012,189	34,104	1,485,203

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, 2024. This proposal received the following votes:

For	Against	Abstain	Broker Non-Votes
28,031,397	1,023,708	9,528	0

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, 2024 was duly ratified by the shareholders.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Banner Corporation dated May 24, 2024

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

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: May 24, 2024	By: /s/ Robert G. Butterfield
	Robert G. Butterfield
	Executive Vice President and
	Chief Financial Officer