BANNER CORP Files Definitive Proxy Statement (DEF 14A)

Ticker: BANR · Form: DEF 14A · Filed: Apr 9, 2024 · CIK: 946673

Banner Corp DEF 14A Filing Summary
FieldDetail
CompanyBanner Corp (BANR)
Form TypeDEF 14A
Filed DateApr 9, 2024
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Banner Corp, Executive Compensation, Corporate Governance

TL;DR

<b>Banner Corp. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023.</b>

AI Summary

BANNER CORP (BANR) filed a Proxy Statement (DEF 14A) with the SEC on April 9, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ending December 31, 2023. Filed as of date: April 9, 2024. Company SIC code: 6022 (State Commercial Banks). Incorporated in: Washington.

Why It Matters

For investors and stakeholders tracking BANNER CORP, this filing contains several important signals. This filing provides detailed information about executive compensation, board of directors, and shareholder proposals, which are crucial for investors to understand governance and potential impacts on stock value. As a DEF 14A, this document is a key resource for shareholders to make informed voting decisions on matters presented at the company's annual meeting.

Risk Assessment

Risk Level: low — BANNER CORP shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a stable operational and financial outlook.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand potential impacts on corporate governance and shareholder value.

Key Numbers

  • 2023-12-31 — Fiscal Year End (FISCAL YEAR END)
  • 2024-05-22 — Conformed Period of Report (CONFORMED PERIOD OF REPORT)
  • 2024-04-09 — Filed as of Date (FILED AS OF DATE)
  • 1934 Act — SEC Act (SEC ACT)
  • 000-26584 — SEC File Number (SEC FILE NUMBER)
  • 5095273636 — Business Phone (BUSINESS PHONE)
  • 1998-07-27 — Date of Name Change (FORMER COMPANY)
  • 1995-06-14 — Date of Name Change (FORMER COMPANY)

Key Players & Entities

  • BANNER CORP (company) — FILER
  • BANR (company) — TICKER SYMBOL
  • DEF 14A (document) — FORM TYPE
  • 2024-04-09T00:00:00.000Z (date) — FILED AS OF DATE
  • 2024-04-09 (date) — DATE AS OF CHANGE
  • 0000946673 (company) — CENTRAL INDEX KEY
  • 6022 (industry) — STANDARD INDUSTRIAL CLASSIFICATION
  • WA (location) — STATE OF INCORPORATION

FAQ

When did BANNER CORP file this DEF 14A?

BANNER CORP filed this Proxy Statement (DEF 14A) with the SEC on April 9, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by BANNER CORP (BANR).

Where can I read the original DEF 14A filing from BANNER CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by BANNER CORP.

What are the key takeaways from BANNER CORP's DEF 14A?

BANNER CORP filed this DEF 14A on April 9, 2024. Key takeaways: Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ending December 31, 2023. Filed as of date: April 9, 2024.

Is BANNER CORP a risky investment based on this filing?

Based on this DEF 14A, BANNER CORP presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a stable operational and financial outlook.

What should investors do after reading BANNER CORP's DEF 14A?

Review the executive compensation details and any shareholder proposals to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

Key Dates

  • 2024-04-09T00:00:00.000Z: Filing Date — Definitive Proxy Statement filed.
  • 2024-05-22: Reporting Period End — Indicates the period covered by the proxy statement's disclosures.
  • 2023-12-31: Fiscal Year End — The end date of the fiscal year for which financial information is reported.

Filing Stats: 4,711 words · 19 min read · ~16 pages · Grade level 11.3 · Accepted 2024-04-09 16:45:15

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 6 Proposal 1 – Election of Directors 8 Corporate Governance 19 Environmental, Social and Governance: Supporting Stakeholder Value 29 Directors' Compensation 33 Compensation Discussion and Analysis 35

Executive Compensation

Executive Compensation 51 Proposal 2 – Advisory Vote to Approve Executive Compensation 66 Audit Committee Matters 67 Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm 68 Miscellaneous 70 Shareholder Proposals 71 Annex: Non-GAAP Reconciliation 72 Table of Contents Information about the Annual Meeting PROXY STATEMENT OF BANNER CORPORATION 10 S. FIRST AVENUE WALLA WALLA, WASHINGTON 99362 (509) 527-3636 The Board of Directors of Banner Corporation is using this Proxy Statement to solicit proxies from our shareholders for use at the 2024 annual meeting of shareholders. The information provided in this Proxy Statement relates to Banner Corporation and its wholly-owned subsidiary, Banner Bank (collectively, the "Corporation"). Banner Corporation may also be referred to as "Banner" and Banner Bank may also be referred to as the "Bank." References to "we," "us" and "our" refer to Banner and, as the context requires, the Bank. Internet Availability of Proxy Materials Under rules adopted by the U.S. Securities and Exchange Commission ("SEC"), we are furnishing proxy materials to our shareholders primarily via the internet, instead of mailing printed copies of those materials to each shareholder. On or about April 9, 2024, we expect to send our shareholders a Notice of Internet Availability of Proxy Materials ("Notice of Internet Availability") containing instructions on how to access our proxy materials, including our Proxy Statement and our 2023 Annual Report to Shareholders. The Notice of Internet Availability also provides instructions on how to vote by telephone or by Internet and includes instructions on how to receive a paper copy of the proxy materials by mail. If you prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability. Information about the Annual Meeting Date Wednesday, May 22, 2024 Time 10:00 a.m., Paci

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of March 21, 2024, the voting record date, information regarding share ownership of: Those persons or entities (or groups of affiliated person or entities) known by management to beneficially own more than five percent of Banner's common stock, other than directors and executive officers; Each director and director nominee of Banner; Each executive officer named in the Summary Compensation Table appearing under "Executive Compensation" below (known as "named executive officers"); and All directors and executive officers of Banner and Banner Bank as a group. Persons and groups who beneficially own in excess of five percent of Banner's common stock are required to file with the U.S. Securities and Exchange Commission ("SEC"), and provide copies to us, reports disclosing their ownership under the Securities Exchange Act of 1934, as amended ("Securities Exchange Act"). To our knowledge, no other person or entity, other than those set forth below, beneficially owned more than five percent of the outstanding shares of Banner's common stock as of the close of business on the voting record date. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In accordance with Rule 13d-3 of the Securities Exchange Act, a person is deemed to be the beneficial owner of any shares of common stock if that person has voting and/or investment power with respect to those shares. Therefore, the table below includes shares owned by spouses, other immediate family members in trust, shares held in retirement accounts or funds for the benefit of the named individuals, and other forms of ownership, over which shares the persons named in the table may possess voting and/or investment power. In addition, in computing the number of shares beneficially owned by a person and the percentage ownership of that person, restricted share units that will vest w

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management Name Number of Shares Beneficially Owned (1) Percent of Voting Shares Outstanding (%) Beneficial Owners of More Than 5% BlackRock, Inc. 4,951,813 (2) 14.41 The Vanguard Group 4,187,837 (3) 12.18 Dimensional Fund Advisors LP 2,257,929 (4) 6.57 1,779,867 (5) 5.18 Directors Ellen R.M. Boyer 3,666 * Connie R. Collingsworth 10,604 (6) * Margot J. Copeland 2,448 * Roberto R. Herencia 13,491 * David A. Klaue 127,836 * John R. Layman 32,355 (7) * John Pedersen 4,829 * Kevin F. Riordan 8,233 * Terry S. Schwakopf 6,834 * Paul J. Walsh 2,448 * Named Executive Officers Mark J. Grescovich** 157,977 * Robert G. Butterfield 5,260 * Cynthia D. Purcell 22,579 * James M. Costa 4,588 * James P. G. McLean 11,430 * Peter J. Conner 36,662 All Executive Officers and Directors as a Group (25 persons) 1.60 * Less than 1% of shares outstanding. ** Also a director of Banner. (1) Shares of restricted stock granted under the 2014 Omnibus Incentive Plan, as to which holders have voting but not investment power, are included as follows: Mr. Herencia, 2,091 shares; Ms. Boyer, 1,441 shares; and Ms. Copeland, 1,277 shares. Also includes the following number of restricted share units granted under the 2014 Omnibus Incentive Plan and the 2018 Omnibus Incentive Plan and vesting within 60 days of the voting record date: Ms. Collingsworth, 1,432; Mr. Klaue, Mr. Layman, Ms. Schwakopf and Mr. Walsh, 1,277 each; Mr. Pedersen, 1,604; Mr. Riordan, 1,495; Mr. Grescovich, 7,635; Mr. Butterfield, 1,756; Ms. Purcell, 2,874; Mr. Costa, 2,772; Mr. McLean, 1,532; and Mr. Conner, 3,088; and all executive officers and directors as a group, 46,154. (2) Based on a Schedule 13G/A dated January 23, 2024, which reports sole voting power over 4,866,443 shares and sole dispositive power over 4,951,813 shares. According to this filing, the interes

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