8-K
Banner Corp (BANR)
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<br> 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<br> 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<br><br> <br>of votes | Percentage<br><br> <br>of<br><br> <br>voted<br><br> <br>shares | Number<br><br> <br>of votes | Percentage<br><br> <br>of<br><br> <br>voted<br><br> <br>shares | Number<br><br> <br>of votes | Percentage<br><br> <br>of<br><br> <br>voted<br><br> <br>shares | |
| Roberto R. Herencia<br><br> <br>(3-year term) | 23,432,547 | 84.55 | 4,255,683 | 15.35 | 25,223 | 0.07 |
| John R. Layman<br><br> <br>(3-year term) | 26,897,537 | 97.05 | 794,160 | 2.87 | 21,757 | 0.06 |
| Kevin F. Riordan<br><br> <br>(3-year term) | 27,370,583 | 98.76 | 321,805 | 1.16 | 21,066 | 0.92 |
| Terry Schwakopf<br><br> <br>(3-year term) | 27,509,229 | 99.26 | 179,930 | 0.65 | 24,294 | 0.07 |
| Ellen R.M. Boyer<br><br> <br>(1-year term) | 27,635,299 | 99.71 | 45,956 | 0.17 | 32,198 | 0.09 |
| David I. Matson<br><br> <br>(1-year term) | 27,609,939 | 99.63 | 81,592 | 0.29 | 21,922 | 0.06 |
| John Pedersen<br><br> <br>(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 |
2
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)
3
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<br><br> <br>Executive Vice President and<br><br> <br>Chief Financial Officer |
4
Exhibit 99.1
| Contact: Mark J. Grescovich,<br><br> <br> <br>President & CEO<br><br> <br> <br>Peter J. Conner, CFO<br><br> <br> <br>(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.