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 28, 2020
 
 
Banner Corporation
(Exact name of registrant as specified in its charter)
 
   Washington
000-26584
  91-1691604 
(State or other jurisdiction
 (Commission
(I.R.S. Employer
of incorporation)
 File Number)
Identification No.)
 
10 S First Avenue, Walla Walla, Washington
  99362
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number (including area code)  (509) 527-3636
 
Not Applicable
(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.01 per share
  
BANR
  
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.05.  Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On July 28, 2020, the Board of Directors of Banner Corporation (“Company”) approved an amended Code of Ethics & Business Conduct (the “Code”), which governs the conduct of all officers, directors, and employees of Company and its subsidiaries. The amended Code is effective August 28, 2020, and does not result in any waiver with respect to any officer, director or employee of the Company from any provision of the Code as in effect prior to the Board’s action to amend the Code. The Code was amended to clarify that any contracts or special relationships with the Company’s Independent Auditors should be pre-cleared by the Company’s Chief Audit Executive.

The foregoing summary of the nature of the amendment to the Code is qualified in all respects by the full text of the Code, which is filed herewith as Exhibit 14.1.

In connection with the Board’s approval of the amended Code, Craig Miller, General Counsel of the Company, was re-appointed as Ethics Officer of the Company. As Ethics Officer, Mr. Miller will provide reports to the Audit Committee of the Board of Directors regarding ethics and conflict of interest related matters.


Item 9.01    Financial Statements and Exhibits.

(d)          Exhibits

The following exhibits are being furnished herewith and this list shall constitute the exhibit index:

14.1      Banner Corporation Code of Ethics & Business Conduct
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 31, 2020
By:/s/Peter J. Conner                      
 
     Peter J. Conner
 
     Executive Vice President
       and Chief Financial Officer