---
schema_version: "secwatch.filing_event.v1"
accession: "0000939057-23-000169"
form_type: "8-K"
ticker: "BANR"
cik: "0000946673"
company_name: "BANNER CORP"
filed_at: "2023-05-26T23:59:59+00:00"
generated_at: "2026-06-14T13:55:37.834087+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Banner shareholders re-elect directors, approve executive compensation and 2023 incentive plan

## Summary
- Four directors elected: Margot J. Copeland (98.89%), Mark J. Grescovich (99.08%), David A. Klaue (94.56%), Paul J. Walsh (99.39%).
- Advisory vote on executive compensation approved: 26,324,674 for (93.3% of votes cast).
- Ratification of Moss Adams LLP as auditor for 2023 approved: 28,638,546 for.
- 2023 Omnibus Incentive Plan adopted: 26,242,020 for (94.1% of votes cast).
- Annual meeting held virtually on May 24, 2023; quorum of 29,023,152 shares (84.8%).

## SEC filing metadata
- accession: 0000939057-23-000169
- form_type: 8-K
- ticker: BANR
- cik: 0000946673
- company_name: BANNER CORP
- filed_at: 2023-05-26T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/946673/000093905723000169/0000939057-23-000169-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/946673/000093905723000169/banner8k52423.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000939057-23-000169
- JSON: https://secwatch.observer/filing/0000939057-23-000169.json
- Plain text: https://secwatch.observer/filing/0000939057-23-000169.txt

## Key facts
- Shareholder Votes
  BANNER CORP shareholders approved Election of Directors at the 2023-05-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Based on the votes set forth above, Directors Copeland, Grescovich, Klaue and Walsh were duly elected to serve as directors of the Company for a one year term expiring at the annual meeting of shareholders in 2024, and until their respective successors have been duly elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/946673/000093905723000169/0000939057-23-000169-index.htm
- Shareholder Votes
  BANNER CORP shareholders approved An advisory (non-binding) vote to approve our executive compensation. at the 2023-05-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by shareholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/946673/000093905723000169/0000939057-23-000169-index.htm
- Shareholder Votes
  BANNER CORP shareholders approved Adoption of 2023 Omnibus Incentive Plan. at the 2023-05-24 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Based on the votes set forth above, the 2023 Omnibus Incentive Plan was adopted by shareholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/946673/000093905723000169/0000939057-23-000169-index.htm
- Shareholder Votes
  BANNER CORP shareholders approved Ratification of the Audit Committee’s appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. at the 2023-05-24 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Based on the votes set forth above, the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm to serve for the year ending December 31, 2023 was duly ratified by the shareholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/946673/000093905723000169/0000939057-23-000169-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.