BANNER CORP 8-K

What Happened Banner Corporation held its Annual Meeting of Shareholders on May 20, 2026 and filed an 8-K reporting the results. A quorum was present with 26,898,124 of 33,872,305 shares outstanding represented. Twelve directors were elected to one-year terms expiring in 2027: Ellen R.M. Boyer; Connie R. Collingsworth; Margot J. Copeland; Mark J. Grescovich; Roberto R. Herencia; John R. Layman; Monica B. O’Reilly; John C. Pedersen; Kevin F. Riordan; Judith A. Steiner; Millicent C. Tracey; and Paul J. Walsh. Shareholders also approved an advisory vote on executive compensation and ratified Baker Tilly US, LLP as the company’s independent registered public accounting firm for 2026.

Key Details

• Shares outstanding and quorum: 33,872,305 shares entitled to vote; 26,898,124 shares represented at the meeting.
• Director votes: Each listed director was elected; there were 2,050,160 broker non‑votes on director matters. (Individual director vote totals are reported in the 8‑K.)
• Executive compensation (advisory): For 23,497,821; Against 1,331,515; Abstain 18,628; Broker Non‑Votes 2,050,160 — compensation approved.
• Auditor ratification: Baker Tilly US, LLP ratified as independent auditor — For 25,994,038; Against 872,392; Abstain 31,693; Broker Non‑Votes 0.

Why It Matters This filing confirms the company’s governance outcomes: the board slate was re‑elected, shareholders gave a non‑binding approval of named executive officer pay, and the audit firm for 2026 was ratified. Investors should note the size of broker non‑votes on director and compensation items (2,050,160), which represent shares held by brokers that did not vote on those matters and can affect the share counts for contested or advisory votes. These results preserve the board and auditor continuity for the coming year and provide a clear record of shareholder sentiment on executive pay.