k828.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): August 26, 2009
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On August
26, 2009, at a special meeting of shareholders of Banner Corporation (the
“Company”), the Company’s shareholders approved an amendment to Article IV of
the Company’s Articles of Incorporation to increase the number of authorized
shares of common stock from 25,000,000 to 75,000,000. The amendment
became effective at the close of business on August 28, 2009, the date on which
Articles of Amendment to the Company’s Articles of Incorporation were filed with
the Secretary of State of the State of Washington. A copy of the
Articles of Amendment is filed as Exhibit 3.1 to this report. At the
special meeting, the Company’s shareholders also voted on, but did not approve,
a proposed amendment to the Company’s Articles of Incorporation to increase the
number of authorized shares of preferred stock from 500,000 to
10,000,000.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
3.1 Articles
of Amendment to Articles of Incorporation
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
28, 2009 |
By: /s/D. Michael
Jones
|
| |
D. Michael Jones |
| |
President and Chief Executive Officer |
| |
|