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Form 8-K BANNER CORP For: Mar 25

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March 25, 2015 1:03 PM EDT
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): March 25, 2015
 
 
Banner Corporation
(Exact name of registrant as specified in its charter)
 
   Washington
    0-26584
  91-1691604  
(State or other jurisdiction
 (Commission
(I.R.S. Employer
of incorporation)
 File Number)
Identification No.)
 
10 S. First Avenue, Walla Walla, Washington 
  99362
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number (including area code)  (509) 527-3636
 
Not Applicable
(Former name or former address, if changed since last report)


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 8.01.  Other Events

On March 25, 2015, Banner Corporation (“Company”) announced that the Company’s Board of Directors had declared a quarterly cash dividend of $0.18 per share.  The cash dividend will be payable on April 15, 2015 to shareholders of the Company’s common stock at the close of business on April 6, 2015.  The Company also announced that its Board of Directors had authorized the repurchase of up to 5% of its common stock, or 1,044,922 shares.  In addition, the Company announced that it would report its first quarter 2015 results on April 20, 2015 after the market closes.

The news release announcing the quarterly cash dividend, stock repurchase plan and planned release of its first quarter 2015 results is attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits

(d)              Exhibits

The following exhibit is being furnished herewith and this list shall constitute the exhibit index:

99.1           Press Release of Banner Corporation dated March 25, 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: March 25, 2015
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 Declares Quarterly Cash Dividend of $0.18 Per Share,
Approves Stock Repurchase Program and Schedules 1Q15 Conference Call and Webcast


Walla Walla, WA – March 25, 2015 – Banner Corporation (NASDAQ GSM: BANR), the parent company of Banner Bank and Islanders Bank, today announced that its Board of Directors declared its regular quarterly cash dividend of $0.18 per share.  The dividend will be payable April 15, 2015, to common shareholders of record on April 6, 2015.

Additionally, Banner Corporation announced that its Board of Directors has authorized the repurchase of up to 5% of its common stock, or 1,044,922 shares.  Under the plan, shares may be repurchased by the Company in open market purchases.  The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations.

Banner Corporation also announced that it will report its first quarter 2015 results after the market closes on Monday, April 20, 2015.  Management will host a conference call on Tuesday, April 21, 2015 at 8:00 a.m. PDT (11:00 a.m. EDT) to discuss the results.  The call will also be broadcast live via the internet.

Interested investors may listen to the call live at www.bannerbank.com.  Investment professionals are invited to dial (866) 235-9915 to participate in the call.  A replay will be available for two weeks at (877) 344-7529 using access code 10062495, or at www.bannerbank.com.

 
About the Company
 
Banner Corporation is a $5.2 billion bank holding company operating two commercial banks in Washington, Oregon and Idaho.  Banner serves the Pacific Northwest region through a network of 93 branches with 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, 2014.  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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