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Banner Corporation Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive proxy statement ☐ Definitive additional materials ☐ Soliciting material pursuant to § 240.14a-12 BANNER CORPORATION (Name of registrant as specified in its charter) N/A (Name of person(s) filing proxy statement, if other than the registrant) Payment of filing fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: N/A (2) Aggregate number of securities to which transactions applies: N/A (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: N/A ☐ Fee paid previously with preliminary materials: N/A ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: N/A (2) Form, schedule or registration statement no.: N/A (3) Filing party: N/A (4) Date filed: N/A Table of Contents 2021 Proxy Statement Table of Contents Dear Shareholder: You are cordially invited to attend the annual meeting of shareholders of Banner Corporation, which will be held on Wednesday, April 28, 2021, at 10:00 a.m., Pacific Time. Due to continuing concerns regarding the novel coronavirus (COVID-19) pandemic and to protect the safety and well-being of our shareholders, directors and employees, our 2021 Annual Meeting of Shareholders will be a virtual meeting conducted solely online via live webcast. There is no physical location for the annual meeting. The online meeting format will facilitate remote shareholder attendance and participation, including the ability to vote your shares electronically and submit questions during the meeting. You can attend the meeting by visiting www.meetingcenter.io/253437496 and entering the password BANR2021. To participate in the annual meeting, registered shareholders will need the control number included on their proxy card and all other shareholders will need to follow the instructions that accompanied their proxy materials. The Notice of Annual Meeting of Shareholders and Proxy Statement describe the formal business to be transacted at the meeting. During the meeting, we will also report on our operations. Directors and officers of Banner Corporation, as well as a representative of Moss Adams LLP, our independent registered public accounting firm, will be available to respond to shareholder questions. We intend to answer questions pertinent to our business during a question and answer period following the formal meeting of shareholders. It is important that your shares are represented at the meeting, whether or not you attend the meeting virtually and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote promptly. You may vote your shares via the Internet or a toll-free telephone number, or by completing and mailing the enclosed proxy card. If you attend the virtual meeting, you may vote your shares at that time even if you have previously submitted your proxy. We hope you can attend the virtual meeting. Sincerely, Mark J. Grescovich President and Chief Executive Officer March 22, 2021 Table of Contents Notice of Annual Meeting of Shareholders Date Time Record Date Wednesday, April 28, 2021 10:00 a.m., Pacific Time March 1, 2021 Location Online at www.meetingcenter.io/253437496; password: BANR2021 Important notice regarding the availability of proxy materials for the annual meeting of shareholders Our Proxy Statement, proxy card and 2020 Annual Report to Shareholders are available at www.bannerbank.com/proxymaterials. Items of Business Proposal 1. Election of four directors to each serve for a three-year term and three directors to each serve for a one-year term. Proposal 2. Advisory (non-binding) approval of the compensation of our named executive officers as disclosed in this Proxy Statement. Proposal 3. Ratification of the Audit Committee’s appointment of Moss Adams LLP as our independent registered public accounting firm for 2021. We will also consider and act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof. As of the date of this notice, we are not aware of any other business to come before the annual meeting. Your Vote is Important To ensure your shares are represented at the meeting, please vote via the Internet or telephone, or sign, date and mail the enclosed proxy card which is solicited on behalf of the Board of Directors. The proxy will not be used if you attend and vote at the virtual annual meeting. Regardless of the number of shares you own, your vote is very important. Please act today. Due to continuing concerns regarding the novel coronavirus (COVID-19) pandemic and to protect the safety and well-being of our shareholders, directors and employees, our 2021 Annual Meeting of Shareholders will be a virtual meeting conducted solely online via live webcast. There is no physical location for the annual meeting. The online meeting format will facilitate remote shareholder attendance and participation, including the ability to vote your shares electronically and submit questions during the meeting. To participate in the annual meeting, registered shareholders will need the control number included on their proxy card and all other shareholders will need to follow the instructions that accompanied their proxy materials. Beneficial owners of shares held in street name must register in advance with Computershare no later than 5:00 p.m., Eastern Time, on April 23, 2021. (Late submissions will be processed to the extent feasible, but registration cannot be guaranteed in time for participation in the meeting.) To request registration, forward the proxy-granting email from your broker or email an image of your legal proxy to [email protected], with a subject line of “Legal Proxy,” or mail your request to Computershare, Banner Corporation Legal Proxy, P.O. Box 505008, Louisville, KY 40233-9814. Computershare will confirm your registration by email and provide you with a unique control number necessary to participate fully in the meeting. BY ORDER OF THE BOARD OF DIRECTORS IMPORTANT: Voting promptly will save us the expense of further requests for proxies in order to ensure a quorum. You may vote via the Internet or by telephone. Alternatively, a proxy card and self-addressed envelope CRAIG MILLER are enclosed for your convenience. No postage is Secretary, Banner Corporation necessary if mailed in the United States. Walla Walla, Washington March 22, 2021 Table of Contents Table of Contents Information About the Annual Meeting 1 Security Ownership of Certain Beneficial Owners and Management 6 Proposal 1 – Election of Directors 8 Corporate Governance 17 Sustainability, Human Capital, and Social and Environmental Responsibility 26 Directors’ Compensation 30 Compensation Discussion and Analysis 32 Executive Compensation 46 Proposal 2 – Advisory Vote to Approve Executive Compensation 57 Audit Committee Matters 58 Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm 59 Delinquent Section 16(a) Reports 61 Miscellaneous 61 Shareholder Proposals 62 Annex: Non-GAAP Reconciliation 63 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 2021 annual meeting of shareholders. We are first mailing this Proxy Statement and the form of proxy to our shareholders on or about March 22, 2021. The information provided in this Proxy Statement relates to Banner Corporation and its wholly-owned subsidiary, Banner Bank, as well as Islanders Bank, Banner Corporation’s wholly-owned subsidiary that merged with and into Banner Bank on February 5, 2021. Banner Corporation may also be referred to as “Banner” and Banner Bank and Islanders Bank may also be referred to as the “Banks.” References to “we,” “us” and “our” refer to Banner and, as the context requires, the Banks. Information about the Annual Meeting Date Time Record Date Wednesday, April 28, 2021 10:00 a.m., Pacific Time March 1, 2021 Location Online at www.meetingcenter.io/253437496; password: BANR2021 Important notice regarding the availability of proxy materials for the annual meeting of shareholders Our Proxy Statement, proxy card and 2020 Annual Report to Shareholders are available at www.bannerbank.com/proxymaterials. Matters to Be Considered at the Annual Meeting At the meeting, you will be asked to consider and vote upon the following proposals: Proposal 1. Election of four directors to each serve for a three-year term and three directors to each serve for a one-year term. Proposal 2. Advisory (non-binding) approval of the compensation of our named executive officers as disclosed in this Proxy Statement. Proposal 3. Ratification of the Audit Committee’s appointment of Moss Adams LLP as our independent registered public accounting firm for 2021. We also will transact any other business that may properly come before the annual meeting. As of the date of this Proxy Statement, we are not aware of any other business to be presented for consideration at the annual meeting other than the matters described in this Proxy Statement.
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