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Form 8-K BANNER CORP For: Apr 26

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April 28, 2016 12:06 PM EDT
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 26, 2016


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))



 
 
 

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 26, 2016 (“Annual Meeting”).

(b)  
There were a total of 32,820,077 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 29,420,771 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.  Except as otherwise noted below, 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
Robert D. Adams
27,047,980
  
96.31
  
1,036,657
  
3.69
  
1,336,134
Connie R. Collingsworth
26,255,594
  
93.49
  
1,829,042
  
6.51
  
1,336,134
Gary Sirmon
26,922,224
  
95.86
  
1,162,412
  
4.14
  
1,336,134
Brent A. Orrico
27,010,422
  
96.18
  
1,074,215
  
3.82
  
1,336,134
Spencer C. Fleischer
26,465,629
  
94.24
  
1,619,008
  
5.76
  
1,336,134
Doyle L. Arnold
26,448,618
  
94.17
  
1,636,019
  
5.83
  
1,336,134
Roberto R. Herencia(1)
27,117,846
  
96.56
  
966,791
  
3.44
  
1,336,134
David I. Matson(1)
27,114,274
  
96.54
  
970,363
  
3.46
  
1,336,134
Michael J. Gillfillan(2)
27,063,380
  
96.36
  
1,021,256
  
3.64
  
1,336,134
____________
(1)  
Elected for a two year term
(2)  
Elected for a one year term

Based on the votes set forth above, Messrs. Adams, Sirmon, Orrico, Fleischer, and Arnold and Ms. Collingsworth were duly elected to serve as directors of the Company for a three year term expiring at the annual meeting of shareholders in 2019, and until their respective successors have been duly elected and qualified. Messrs. Herencia and Matson were duly elected to serve as directors of the Company for a two year term expiring at the annual meeting of shareholders in 2018 and Michael J. Gillfillan was duly elected to serve as a director of the Company for a one year term expiring at the annual meeting of shareholders in 2017, and until their respective successors have been duly elected and qualified.

The terms of Directors Jesse G. Foster, Mark J. Grescovich, D. Michael Jones, David A. Klaue, Gordon E. Budke, Constance H. Kravas, John R. Layman and Michael M. Smith 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
26,606,638
  
1,248,692
  
229,307
  
1,336,134

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, 2016.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Vote
29,258,505
  
104,504
  
57,762
  
--

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, 2016 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 27, 2016


 
 
 


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, 2016  
By:   /s/Lloyd W. Baker                         
 
         Lloyd W. Baker
         Executive Vice President and
         Chief Financial Officer
   
 

 
Exhibit 99.1
 
     
Contact: Mark J. grescovich,
President & CEO
Lloyd W. Baker, 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 27, 2016 – Banner Corporation (NASDAQ GSM: BANR), the parent company of Banner Bank and Islanders Bank, today announced that shareholders approved all proposals and re-elected all director nominees at its 2016 Annual Meeting held April 26, 2016 in Walla Walla, Washington.

About the Company
On October 1, 2015, Banner Corporation completed the acquisition of AmericanWest Bank which was merged into Banner Bank, a transformational merger that brought together two financially strong, well-respected institutions and created a leading Western bank.  Banner Corporation is now a $9.7 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.
 
 
 
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, 2015.  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.
 
 

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