k129.htm
UNITED
STATES
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): January 26, 2010
Banner
Corporation
(Exact
name of registrant as specified in its charter)
| Washington |
0-26584 |
91-1691604
|
| (State or other
jurisdiction |
(Commission
File |
(I.R.S.
Employer |
| of
incorporation) |
Number) |
Identification
No.) |
10
S. First Avenue
Walla
Walla, Washington 99362
(Address
of principal executive offices and zip code)
(509)
527-3636
(Registrant’s
telephone number, including area code)
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))
Item
1.01 Entry into a Material Definitive Agreement
Effective
January 26, 2010, Banner Corporation (the “Company”) entered into an
indemnification agreement with each of the Company’s directors, consisting of
the following individuals: Robert D. Adams, Gordon E. Budke, David B. Casper,
Edward L. Epstein, Jesse G. Foster, D. Michael Jones, David A. Klaue, Constance
H. Kravas, Robert J. Lane, John R. Layman, Dean W. Mitchell, Brent Orrico,
Wilber Pribilsky, Gary Sirmon and Michael M. Smith.
Each
indemnification agreement provides generally that the Company will hold harmless
and indemnify the director to the fullest extent permitted by law against any
and all losses, claims, damages and liabilities, including but not limited to
judgments, fines, amounts paid in settlement and any related expenses, incurred
with respect to any proceeding in which the director is or is threatened to be
made a party by reason of the fact that he or she is or was serving as a
director of the Company or, at the request of the Company, is or was serving as
a director, officer, employee, trustee or agent of the Company or of another
entity. Each indemnification agreement further provides that, upon
the director’s request, the Company will advance expenses to the director,
subject to the director’s agreeing to repay the advanced funds if it is
ultimately determined, by a final, non-appealable court decision, that he or she
is not entitled to be indemnified for such expenses. In addition,
each indemnification agreement requires the Company to use its best efforts to
maintain in effect director and officer liability insurance coverage containing
substantially the same terms and conditions as the director and officer
liability insurance policy in effect at the time the indemnification agreement
was entered into.
The
foregoing description of the indemnification agreements does not purport to be
complete and is qualified in its entirety by reference to the form of
indemnification agreement, a copy of which is filed as Exhibit 10.1 and is
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Form
of Indemnification Agreement
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: January
29, 2010 |
By: /s/D. Michael
Jones
|
| |
D. Michael Jones |
| |
President and Chief Executive
Officer |
|
Exhibit
No.
|
Description
|
| |
|
| 10.1 |
Form of
Indemnification Agreement |