- Current report filing (8-K)
April 29 2010 - 11:12AM
Edgar (US Regulatory)
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):
April 27, 2010
Banner
Corporation
(Exact
name of registrant as specified in its charter)
Washington
|
0-26584
|
91-1691604
|
(State or other
jurisdiction
|
(Commission
File
|
(I.R.S.
Employer
|
of
incorporation)
|
Number)
|
Identification
No.)
|
10
S. First Avenue
Walla
Walla, Washington 99362
(Address
of principal executive offices and 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))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On April
27, 2010, at the Annual Meeting of Shareholders (“Annual Meeting”) of Banner
Corporation (“Company”), the Company’s shareholders approved an amendment to
Article IV of the Company’s Articles of Incorporation to increase the number of
authorized shares of common stock from 75,000,000 to 200,000,000. The
amendment became effective at the close of business on April 27, 2010, the date
on which the Articles of Amendment to the Company’s Articles of Incorporation
were filed with the Secretary of State of the State of Washington. A
copy of the Articles of Amendment and the Amended and Restated Articles of
Incorporation are filed as Exhibits 3.1(a) and 3.1(b), respectively, to this
report. For additional information regarding the Annual Meeting and
the vote taken on this proposal see Item 5.07 below.
Item
5.07 Submission of Matters to a Vote of Security Holders
(a)
|
The
Annual Meeting of the Company was held on April 27,
2010.
|
(b)
|
There
were a total of 22,509,931 shares of the Company’s common stock
outstanding and entitled to vote at the Annual Meeting. At the Annual
Meeting, 18,571,554 shares of common stock were represented in person or
by proxy, therefore a quorum was present. The following proposals were
submitted by the Board of Directors to a vote of
shareholders:
|
Proposal
1
. Election of Directors. The following individuals
were elected as directors for three year terms:
|
FOR
|
|
WITHHELD
|
|
|
#
of votes
|
|
Percentage
of
shares
present
|
|
#
of votes
|
|
Percentage
of
shares
present
|
|
Robert
D. Adams
|
10,972,315
|
|
96.23%
|
|
|
429,938
|
|
3.77%
|
|
Edward
L. Epstein
|
10,960,285
|
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96.12%
|
|
|
441,969
|
|
3.88%
|
|
Robert
J. Lane
|
11,106,290
|
|
97.40%
|
|
|
295,963
|
|
2.60%
|
|
Gary
Sirmon
|
10,952,094
|
|
96.05%
|
|
|
450,159
|
|
3.95%
|
|
Based on
the votes set forth above, Messrs. Adams, Epstein, Lane and Sirmon were duly
elected to serve as directors of the Company for a three year term expiring at
the annual meeting of shareholders in 2013 and until their respective successors
have been duly elected and qualified.
The terms
of Directors Gordon E. Budke, David B. Casper, Jesse G. Foster, D. Michael
Jones, David A. Klaue, Constance H. Kravas, John R. Layman, Dean W. Mitchell,
Brent A. Orrico and Michael E. Smith continued.
Proposal
2
. Advisory approval of the compensation of Banner
Corporation’s named executive officers. This proposal received the following
votes:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Vote
|
17,063,692
|
|
1,228,201
|
|
279,659
|
|
--
|
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 selection of Moss Adams LLP as the
Company's independent auditors for the year ending December 31,
2010. This proposal received the following votes:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Vote
|
17,882,181
|
|
598,561
|
|
90,810
|
|
--
|
Based on
the votes set forth above, the appointment of Moss Adams LLP as the Company’s
independent auditors to serve for 2010 was duly ratified by the
shareholders.
Proposal 4
.
Amendment of the Articles of
Incorporation to increase the authorized number of shares of common stock from
75,000,000 to 200,000,000 shares. This proposal received the
following votes:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Vote
|
14,533,569
|
|
3,867,981
|
|
170,002
|
|
--
|
Based on
the votes set forth above, the amendment of the Company’s Articles of
Incorporation was approved by shareholders.
(c) None.
Item
9.01 Financial Statements and Exhibits
The following exhibits are being filed
herewith and this list shall constitute the exhibit index:
3.1(a) Articles of Amendment
to Articles of Incorporation
3.1(b) Amended and Restated
Articles of Incorporation
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
27, 2010
|
By:
/s/D. Michael
Jones
|
|
D. Michael Jones
|
|
Chief Executive Officer
|
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