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 27, 2019
 
 
Banner Corporation
(Exact name of registrant as specified in its charter)
 
    Washington
   000-26584
   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))

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 8.01
Other Events

On March 27, 2019, Banner Corporation (the "Corporation") announced that the Corporation's Board of Directors increased its regular quarterly cash dividend by 8% to $0.41 per share of common stock. The dividend will be payable on April 18, 2019, to common shareholders of record on April 9, 2019.

The Corporation also announced that the Board of Directors has renewed its authorization to repurchase up to 5% of its common stock, or 1,757,637 shares.

For more information regarding the quarterly cash dividend and the repurchase of common stock, please see to Exhibit 99.1 which is attached to this Form 8-K and incorporated herein by reference.

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 27, 2019.







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 27, 2019
By:     /s/Peter J. Conner                                    
 
          Peter J. Conner
 
Executive Vice President and
  Chief Financial Officer
 
   









Exhibit 99.1
 
Contact:   Mark J. grescovich,
                        President & CEO
                        Peter J. Conner, CFO
                        (509) 527-3636
 
News Release
 
 
 



Banner Corporation Increases Quarterly Cash Dividend by 8% to $0.41 Per Share,
Renews Stock Repurchase Program and Schedules 1Q19 Conference Call and Webcast


Walla Walla, WA – March 27, 2019 - Banner Corporation (NASDAQ GSM: BANR), the parent company of Banner Bank and Islanders Bank, today announced that its Board of Directors increased its regular quarterly cash dividend by 8% to $0.41 per share.  The dividend will be payable April 18, 2019, to common shareholders of record on April 9, 2019.
Banner also announced that its Board of Directors has renewed its authorization to repurchase up to 5% of its common stock, or 1,757,637 shares.  "We believe having the option to repurchase shares offers a means for building long-term value for our shareholders," said Mark J. Grescovich, Banner's President and Chief Executive Officer.
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.
Additionally, Banner will report its first quarter 2019 results after the market closes on Wednesday, April 24, 2019.  Management will host a conference call on Thursday, April 25, 2019 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 one week at (877) 344-7529 using access code 10129817 or at www.bannerbank.com.

About the Company
Banner Corporation is an $11.86 billion bank holding company operating two commercial banks 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, 2018.  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.