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 9, 2020
 
 
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))

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 valuue $.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 8.01  Other Events

   On April 9, 2020, Banner Corporation (the “Company”) issued a press release announcing that, due to the ongoing public health impact of the coronavirus (COVID-19) pandemic, and to support the health and well-being of the Company’s shareholders, employees, directors and the community, the Company’s Board of Directors has voted to hold the annual meeting in a virtual meeting format. The annual shareholder meeting will still be held on Wednesday, April 29, 2020 at 10:00 a.m. Pacific Time. However, shareholders will only be able to attend online and will not be able to attend in person.  A copy of the press release is attached as Exhibit 99.1 to this Current Report.

   Further information regarding the changes to the Annual Meeting and information for shareholders who plan to attend the virtual meeting can be found in the proxy supplement and Notice of Change of Location of Annual Meeting of Shareholders attached as Exhibit 99.2 to this Current Report.
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: Banner Corporation Announces Changes to Annual Meeting of Shareholders to be Held on Wednesday, April 29, 2020

99.2             Notice of Change of Location of Annual Meeting of Shareholders to be Held on April 29, 2020

104       Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 9, 2020
By:/s/Craig Miller                            
 
     Craig Miller
 
     Executive Vice President and
       General Counsel
   
   

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


Banner Corporation Announces Changes to
Annual Meeting of Shareholders to be Held on April 29, 2020

Walla Walla, WA – April 9, 2020 - Banner Corporation (NASDAQ GSM: BANR) (the "Company"), the parent company of Banner Bank and Islanders Bank, announced today a change of its 2020 annual meeting of shareholders. Due to the ongoing public health impact of the coronavirus (COVID-19) pandemic, and to support the health and well-being of the Company’s shareholders, employees, directors and community, the Company’s Board of Directors has voted to hold the annual meeting in a virtual meeting format. The annual shareholder meeting will be still be held on Wednesday, April 29, 2020, at 10:00 a.m., Pacific Time but shareholders can participate in the meeting only online at www.meetingcenter.io/244593408. Shareholders will not be able to attend the annual meeting in person.
Shareholders of record as of the close of business on March 2, 2020, the record date, can find additional details regarding participation in the annual meeting at www.bannerbank.com/proxymaterials and in the Company’s filings with the Securities and Exchange Commission ("SEC").  Shareholders of record who wish to vote and ask questions at the annual meeting will need to follow the instructions in the Company’s proxy supplement filed with the SEC and mailed to shareholders.


About the Company
Banner Corporation is a $12.6 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, 2019.  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.

Exhibit 99.2


BANNER CORPORATION
10 S. FIRST AVENUE
WALLA WALLA, WASHINGTON 99362

ADDITIONAL INFORMATION REGARDING THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, APRIL 29, 2020
The following Notice of Change of Location relates to the proxy statement (the “Proxy Statement”) of Banner Corporation (“Banner”), dated March 23, 2020, furnished to shareholders of Banner in connection with the solicitation of proxies by Banner’s Board of Directors for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Wednesday, April 29, 2020. This Supplement is being filed with the Securities and Exchange Commission and is being made available to shareholders on or about April 9, 2020.

THIS NOTICE SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.


NOTICE OF CHANGE OF LOCATION
OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 2020

To the Shareholders of Banner Corporation:
As a result of the ongoing public health impact of the coronavirus (COVID-19) pandemic, and to support the health and well-being of our shareholders, employees, directors and community, NOTICE IS HEREBY GIVEN that the location of the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Banner Corporation (“Banner”) has been changed.  Banner’s Board of Directors has voted to hold the Annual Meeting in a virtual meeting format. As previously announced, the Annual Meeting will be held on Wednesday, April 29, 2020, at 10:00 a.m., Pacific Time.  However, shareholders will not be able to attend the Annual Meeting in person. Rather, shareholders can participate in the meeting only via remote communication as described in this notice.
As described in the proxy materials for the Annual Meeting previously distributed, you are entitled to participate in the Annual Meeting if you were a shareholder of record as of the close of business on March 2, 2020 (the “Record Date”). Whether or not you plan to participate in the Annual Meeting, your vote is important and we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting. The proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and should be used to vote your shares in connection with the Annual Meeting. If you have already voted, no additional action is required.
Shareholders who vote by proxy do not need to participate in the Annual Meeting. However, any shareholder who wishes to participate in the Annual Meeting via remote communication should follow the instructions below to access the virtual meeting at www.meetingcenter.io/244593408 (meeting password: BANR2020):
Registered Shareholders: If your shares are registered directly in your name with Computershare Inc., our stock transfer agent, you are considered the shareholder of record with respect to those shares. Shareholders of record may participate in the meeting as a “Shareholder” or as a “Guest.” If you participate as a “Shareholder,” you will be able to participate in the meeting as if attending in person, including the ability to vote your shares and ask questions of management during the meeting. Voting instructions will be provided on the meeting website during the meeting. To join as a “Shareholder” you will need the control number provided on your proxy card.
Beneficial Owners of Shares Held in Street Name: If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to fully participate in the Annual Meeting. You may participate as a “Guest” without having a unique control number, but you will not have the option to vote your shares or ask questions at the virtual meeting. To fully participate in the meeting as a “Shareholder,” you must obtain a unique control number by registering in advance with Computershare and submitting proof of your proxy power (legal proxy) reflecting your Banner holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 24, 2020. (Late submissions will be processed to the extent feasible, but registration cannot be guaranteed in time for your participation in the meeting.) Requests for registration should be submitted as follows:

By email:  Forward the proxy-granting email from your broker, or email an image of your legal proxy, to legalproxy@computershare.com. The subject line of your email should include “Legal Proxy.”
By mail:
Computershare
Banner Corporation Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

You will receive an email from Computershare confirming your registration and providing you with your unique control number needed to participate in the virtual Annual Meeting as a “Shareholder.”

By Order of the Board of Directors,
Craig Miller
Secretary
April 9, 2020


For further information regarding the matters to be acted upon at the Annual Meeting, we urge you to carefully read the Proxy Statement in its entirety. The Proxy Statement and our Annual Report are available at www.bannerbank.com/proxymaterials