banr8k42115.htm
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 21, 2015


Banner Corporation
(Exact name of registrant as specified in its charter)
 
 
Washington 0-26584 91-1691604
(State or other jurisdiction 
of incorporation)
(Commission File 
Number)
(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 5.07  Submission of Matters to a Vote of Security Holders

(a)  
The Annual Meeting of Banner Corporation (the “Company”) was held on April 21, 2015 (“Annual Meeting”).

(b)  
There were a total of 19,518,976 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 18,633,615 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 three year terms:

 
FOR
  
WITHHELD
  
Broker Non-
Votes
 
 
Number
of votes
  
Percentage of
shares
present
  
 
Number
of votes
  
Percentage of
 shares
present
  
 
Number
of votes
Gordon E. Budke
17,248,239
  
88%
  
365,408
  
2%
  
1,019, 968
Constance H. Kravas
17,125,585
  
88%
  
488,061
  
3%
  
1,019, 968
John R. Layman
17,334,808
  
89%
  
278,839
  
1%
  
1,019, 968
Michael M. Smith
17,249,337
  
88%
  
364,310
  
2%
  
1,019, 968

Based on the votes set forth above, Messrs. Budke, Layman and Smith and Ms. Kravas were duly elected to serve as directors of the Company for a three year term expiring at the annual meeting of shareholders in 2018, and until their respective successors have been duly elected and qualified.

The terms of Directors Robert D. Adams, Connie R. Collingsworth, Gary Sirmon, Brent A. Orrico, Jesse G. Foster, Mark J. Grescovich, D. Michael Jones and David A. Klaue continued.

Proposal 2.  An advisory (non-binding) vote to approve our executive compensation.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Vote
15,444,074
  
2,045,650
  
123,922
  
1,019,968

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 selection of Moss Adams LLP as the Company’s independent auditors for the year ending December 31, 2015.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Vote
18,392,745
  
216,382
  
24,487
  
--

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, 2015 was duly ratified by the shareholders.

(c)           None.

(d)           Not applicable.

 
 
 

Item 9.01 Financial Statements and Exhibits

(d)  
        Exhibits

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

99.1      Press Release of Banner Corporation dated April 22, 2015

 
 
 
 
 
 

 
 
 
 
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 22, 2015  By:  /s/ Lloyd W. Baker                                 
         Lloyd W. Baker 
 
       Executive Vice President and
         Chief Financial Officer