Item 5.07 Submission of Matters to a Vote of Security Holders
(a)
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The Annual Meeting of Banner Corporation (the "Company") was held on April 25, 2019 ("Annual Meeting").
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(b)
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There were a total of 35,114,642
shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting.
At the Annual Meeting, 31,777,124 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:
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Proposal 1
. Election of Directors. Except as otherwise noted below, the following individuals were elected as directors for three year terms:
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FOR
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Against
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Abstain
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Broker Non-Votes
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Number
of votes
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Percentage
of
shares
present
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Number
of votes
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Percentage
of
shares
present
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Number
of votes
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Percentage
of
shares
present
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Number
of votes
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Cheryl R. Bishop
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28,515,409
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95.73
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1,262,057
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4.24
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9,191
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0.03
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1,990,466
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Connie R. Collingsworth
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29,299,621
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98.37
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420,731
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1.41
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66,305
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0.22
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1,990,466
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Brent A. Orrico
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29,415,952
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98.76
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298,275
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1.00
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72,430
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0.24
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1,990,466
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Based on the votes set forth above, Directors. Bishop, Collingsworth and Orrico were duly elected to serve as directors of the Company for a three year term expiring at the annual meeting of shareholders in 2022, and until their respective successors have been duly elected and qualified.
The terms of Directors Mark J. Grescovich, David A. Klaue, Merline Saintil, Roberto R. Herencia, John R. Layman, David I. Matson, Kevin F. Riordan and Terry Schwakopf continued.
Proposal 2
. An advisory (non-binding) vote to approve our executive compensation. This proposal received the following votes:
For
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Against
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Abstain
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Broker Non-Votes
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29,259,924
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331,540
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195,192
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1,990,466
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Based on the votes set forth above, the compensation of the Company's named executive officers was approved by shareholders.
Proposal 3
. An advisory (non-binding) vote on whether future advisory votes on executive compensation should be held every one, two or three years:
One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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26,437,130
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255,681
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2,912,896
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180,949
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1,990,466
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Based on the votes set forth above, an advisory vote on executive compensation to be held annually was approved by shareholders.
Proposal 4
. Ratification of the Audit Committee's selection of Moss Adams LLP as the Company's independent auditors for the year ending December 31, 2019. This proposal received the following votes:
For
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Against
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Abstain
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Broker Non-Votes
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31,506,248
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203,967
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66,907
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N/A
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Based on the votes set forth above, the appointment of Moss Adams LLP as the Company's independent auditors to serve for the year ended December 31, 2019 was duly ratified by the shareholders.
(c)
None.
(d)
In light of the voting results on Proposal 3 indicated above, the Company's Board of Directors decided that the Company will hold on annual advisory vote on the compensation of named executive officers. The Company will continue to hold annual advisory votes until the Company's Board of Directors decides to hold the next shareholder advisory vote on the frequency of the advisory votes, which must occur at least once every six years.