k852510.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): May 25, 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 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(d)
Appointment of New Director
On May
25, 2010, Banner Corporation (the “Company”) appointed Mark J. Grescovich to the
Board of Directors of the Company effective May 25, 2010. Mr.
Grescovich has served as President of the Company and the Company’s subsidiary
financial institution, Banner Bank (“Bank”), and as a director of the Bank since
April 6, 2010. Because Mr. Grescovich is a member of management, it
is not anticipated that he will serve on any committees of the Board of
Directors. In connection with his appointment as a director of the Company, Mr.
Grescovich has signed an indemnification agreement with the Company, the form of
which agreement was previously included as an exhibit to the Form 8-K filed with
the Securities and Exchange Commission (“SEC”) on January 29, 2010, and is
incorporated herein by reference.
As previously disclosed in a Form 8-K
dated April 6, 2010, there are no family relationships between Mr. Grescovich
and any director or other executive officer of the Company and the Bank and he
was not appointed as a director pursuant to any arrangement or understanding
with any person. Mr. Grescovich has not engaged in any transaction with the
Company or the Bank that would be reportable as a related party transaction
under the rules of the SEC.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
The
following exhibit is being furnished herewith and this list shall constitute the
exhibit index:
|
|
10.1
|
Form
of Indemnification Agreement (incorporated by reference to the exhibit
filed with the Form 8-K on January 29,
2010)
|
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: May
26, 2010 |
By: /s/D. Michael
Jones
|
| |
D. Michael Jones |
| |
Chief Executive Officer |
| |
|