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): September 18, 2023
 
 
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 value $.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 5.05.    Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On July 25, 2023, the Board of Directors of Banner Corporation (the “Company”) approved certain amendments to the Company’s Code of Ethics and Business Conduct, as reflected in an amended version of the Code of Ethics and Business Conduct (the “Code”). The Code governs the conduct of all officers, directors, and employees of the Company and its subsidiaries.

The amended Code is effective September 18, 2023, and does not result in any waiver with respect to any officer, director or employee of the Company from any provision of the Code as in effect prior to the Board’s action to amend the Code.

The Code was amended to, among other things, augment and increase clarity regarding the acceptance of gifts and entertainment, limitations on processing transactions for family members, expectations for ethical and professional behavior both inside and outside of work, the use of corporate resources for political purposes, and communications with public entities or elected government officials during active request for proposals periods or for the purpose of obtaining business.

The description of the amendments to the Code contained in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Code, as amended, which is filed herewith as Exhibit 14.1.

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: September 18, 2023
By: /s/ Peter J. Conner                           
 
       Peter J. Conner
 
       Executive Vice President
          and Chief Financial Officer
   
   

Exhibit 14.1
















































v3.23.3
Document and Entity Information
Sep. 18, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 18, 2023
Entity File Number 000-26584
Entity Registrant Name Banner Corporation
Entity Central Index Key 0000946673
Entity Incorporation, State or Country Code WA
Entity Tax Identification Number 91-1691604
Entity Address, Address Line One 10 S First Avenue
Entity Address, City or Town Walla Walla
Entity Address, State or Province WA
Entity Address, Postal Zip Code 99362
City Area Code 509
Local Phone Number 527-3636
Title of 12(b) Security Common Stock, par value $.01 per share
Trading Symbol BANR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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