Banner Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$BANR
Major Banks
Finance
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): August 29, 2025
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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 August 29, 2025, the Board of Directors (the “Board”) of Banner Corporation (the “Company”) elected Millicent Tracey as a director of the Company, effective as of September 1, 2025. Ms. Tracey was also appointed to the Corporate Governance/Nominating and Risk Committees of the Board. In addition, Ms. Tracey was elected to the Board of Directors of Banner Bank (the “Bank”), the Company’s wholly owned banking subsidiary.
The Board affirmatively determined that Ms. Tracey qualifies as an “independent director” in accordance with NASDAQ listing standards. Additionally, Ms. Tracey does not have an interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K, and there are no family relationships between Ms. Tracey and any of the Company’s other directors or executive officers. Other than the compensation arrangements described below, there are no arrangements or understandings between Ms. Tracey and any other persons or entities pursuant to which she has been elected as a director.
Ms. Tracey will be compensated for her services as a director consistent with the Company’s standard practices for non-employee directors. Ms. Tracey will receive an annual cash retainer of $55,000 and an award of restricted stock units (“RSUs”) with a grant date fair value of $65,000, with such RSU award to be prorated from September 1, 2025 through May 20, 2026. In addition, Ms. Tracey will receive an additional annual cash retainer for each Board committee on which she serves.
In connection with the election of Ms. Tracey as a director of the Company, the Board increased the number of directors comprising the Board from 11 to 12 directors, effective September 1, 2025.
For additional information concerning Ms. Tracey’s background, please refer to the press release dated September 3, 2025, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.*
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: August 29, 2025 | By: /s/ Mark J. Grescovich | ||||
| Mark J. Grescovich | |||||
| President and Chief Executive Officer | |||||