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Banner Corporation (BANR) investors approve board, pay plan and Baker Tilly as 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Banner Corporation reported results of its Annual Meeting of Shareholders held on May 20, 2026. A quorum was reached, with 26,898,124 of 33,872,305 common shares represented in person or by proxy. Shareholders elected twelve directors to one-year terms ending at the 2027 annual meeting.

Shareholders also approved, on an advisory basis, the Company’s executive compensation, with 23,497,821 votes in favor, 1,331,515 against, and 18,628 abstentions, plus 2,050,160 broker non-votes. In addition, they ratified the Audit Committee’s appointment of Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2026.

Positive

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Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding entitled to vote 33,872,305 shares Common stock outstanding and entitled to vote at Annual Meeting
Shares represented at meeting 26,898,124 shares Shares present in person or by proxy, establishing quorum
Say-on-pay votes for 23,497,821 votes Advisory approval of executive compensation
Say-on-pay votes against 1,331,515 votes Advisory vote opposing executive compensation
Auditor ratification votes for 25,994,038 votes Ratification of Baker Tilly US, LLP for year ending Dec. 31, 2026
Auditor ratification votes against 872,392 votes Votes opposing appointment of Baker Tilly US, LLP
Broker non-votes on directors 2,050,160 votes Broker non-votes reported for each director nominee
Broker Non-Votes financial
"The number of Broker Non-Votes for each of the above individuals was 2,050,160."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory (non-binding) vote financial
"Proposal 2. An advisory (non-binding) vote to approve our executive compensation."
independent registered public accounting firm financial
"appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
quorum financial
"26,898,124 shares of common stock were represented in person or by proxy; therefore, a quorum was present."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Annual Meeting of Shareholders financial
"The Annual Meeting of Shareholders (the “Annual Meeting”) of Banner Corporation was held on May 20, 2026."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
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Understanding 8-K Material Events →
0000946673false00009466732026-05-222026-05-22

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): May 20, 2026

Banner Corporation
(Exact name of registrant as specified in its charter)

Washington
    000-26584
  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) (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))

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 value $.01 per shareBANRThe 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 5.07 Submission of Matters to a Vote of Security Holders

(a)The Annual Meeting of Shareholders (the “Annual Meeting”) of Banner Corporation (the “Company”) was held on May 20, 2026.

(b)There were a total of 33,872,305 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 26,898,124 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 a one year term:

For
Against
Abstain
Number
of votes
Percentage
of
voted shares
Number
of votes
Percentage
of
voted shares
Number
of votes
Ellen R.M. Boyer24,688,499 99.36151,628.617,837
Connie R. Collingsworth23,679,085 95.291,162,3744.686,505
Margot J. Copeland24,797,301 99.8042,468.178,195
Mark J. Grescovich24,732,403 99.53106,411.439,150
Roberto R. Herencia20,562,506 82.764,276,88617.218,572
John R. Layman24,056,438 96.81784,7783.166,748
Monica B. O’Reilly24,784,219 99.7555,836.227,908
John C. Pedersen24,811,225 99.8628,500.118,239
Kevin F. Riordan24,697,385 99.40142,269.578,310
Judith A. Steiner24,723,977 99.50116,081.477,906
Millicent C. Tracey24,660,202 99.25179,859.727,902
Paul J. Walsh24,811,395 99.8627,953.118,616

The number of Broker Non-Votes for each of the above individuals was 2,050,160.

Based on the votes set forth above, Directors Boyer, Collingsworth, Copeland, Grescovich, Herencia, Layman, O’Reilly, Pedersen, Riordan, Steiner, Tracey and Walsh were duly elected to serve as directors of the Company for a one-year term expiring at the annual meeting of shareholders in 2027, and until their respective successors have been duly elected and qualified.

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

For
Against
Abstain
Broker Non-Votes
23,497,8211,331,51518,6282,050,160

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 appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. This proposal received the following votes:



For
Against
Abstain
Broker Non-Votes
25,994,038872,39231,6930

Based on the votes set forth above, the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm to serve for the year ending December 31, 2026 was duly ratified by the shareholders.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

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: May 22, 2026
By: /s/ Robert G Butterfield
Robert G Butterfield
Executive Vice President and
Chief Financial Officer



Source: View Original Filing on SEC EDGAR

FAQ

What did Banner Corporation (BANR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing twelve directors for one-year terms, approving executive compensation in an advisory vote, and ratifying Baker Tilly US, LLP as independent auditor for the year ending December 31, 2026. All three management proposals received sufficient support to pass.

Was there a quorum at Banner Corporation (BANR)’s 2026 annual shareholder meeting?

Yes, a quorum was present. Of 33,872,305 common shares outstanding and entitled to vote, 26,898,124 shares were represented in person or by proxy. This level of participation allowed all proposals on the agenda to be validly considered and voted upon.

How did Banner Corporation (BANR) shareholders vote on director elections in 2026?

All twelve director nominees received strong shareholder support. Individual candidates generally obtained over 95% of voted shares in favor, except one receiving about 82.76% support. Each director was elected to serve a one-year term expiring at the 2027 annual shareholder meeting, subject to successor election.

How did Banner Corporation (BANR) shareholders vote on executive compensation in 2026?

Shareholders approved executive compensation on an advisory basis. The say-on-pay proposal received 23,497,821 votes for, 1,331,515 against, and 18,628 abstentions, along with 2,050,160 broker non-votes. This outcome indicates approval of the compensation program for named executive officers that year.

Which audit firm did Banner Corporation (BANR) shareholders ratify for fiscal 2026?

Shareholders ratified the Audit Committee’s appointment of Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2026. The ratification vote totaled 25,994,038 for, 872,392 against, and 31,693 abstentions, with no broker non-votes reported for this proposal.

How many Banner Corporation (BANR) shares were outstanding and entitled to vote at the 2026 meeting?

There were 33,872,305 shares of Banner Corporation common stock outstanding and entitled to vote at the Annual Meeting held May 20, 2026. Of these, 26,898,124 shares were actually represented in person or by proxy, meeting the quorum requirement to conduct business.

Filing Exhibits & Attachments

4 documents

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