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): December 20, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)  Banner Corporation (the “Company”) and its wholly-owned subsidiary Banner Bank (the “Bank”) announced in March 2023 that Robert G. Butterfield would be promoted to Executive Vice President and Chief Financial Officer of the Bank, effective April 10, 2023, and Executive Vice President and Chief Financial Officer of the Company, effective October 10, 2023. Mr. Butterfield now reports directly to Mark J. Grescovich, President and Chief Executive Officer.
In connection with Mr. Butterfield’s promotion, the Compensation and Human Capital Committees (the “Committees”) and the Boards of Directors (the “Boards”) of the Company and the Bank previously approved a base salary for Mr. Butterfield of $340,000.
In light of Mr. Butterfield’s contributions to a smooth transition process and his performance of all the responsibilities of the Chief Financial Officer role for both the Bank and the Company, the Committees determined on December 18, 2023 to increase Mr. Butterfield’s base salary to $415,000. The Boards approved this salary increase on December 20, 2023. Mr. Butterfield’s salary increase will be retroactive to October 11, 2023.

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: December 22, 2023
By:/s/Mark J. Grescovich                           
 
     Mark J. Grescovich
 
     President and Chief Executive Officer
 
   
   

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Document and Entity Information
Dec. 20, 2023
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Dec. 20, 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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