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Get filing alertsBanner Corp shareholders elect 12 directors, approve executive pay and auditor
Filed May 22, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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Director Roberto R. Herencia received 82.76% support (17.22% against), lower than the 95%+ approval for the other 11 directors. This represents 60.7% of shares outstanding.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay passed with 94.64% approval (69.4% of shares outstanding), a typical result for executive compensation votes.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Shareholders ratified Baker Tilly US, LLP as auditor with 96.75% approval (76.7% of shares outstanding).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Meeting achieved quorum with 79.4% of outstanding shares represented (26,898,124 of 33,872,305 shares).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Banner Corp held its 2026 annual meeting on May 20, with shareholders voting on standard governance matters. All twelve director nominees were elected for one-year terms, though one director received notably lower support than his peers. Roberto R. Herencia was elected with 82.76% of votes cast (20,562,506 for, 4,276,886 against), compared to 95%+ approval for the other eleven directors.
The 17.22% opposition represents a meaningful minority of voting shareholders, though the director was still elected with a clear majority. The say-on-pay vote and auditor ratification both passed with typical approval rates of 94.64% and 96.75% respectively. The meeting achieved a healthy quorum of 79.4% of outstanding shares. For retail holders, the lower support for one director is worth noting but does not signal broader governance concerns given the strong approval of all other matters.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Banner Corp held its 2026 annual meeting; shareholders elected 12 directors, approved executive compensation, and ratified Baker Tilly as auditor.
Added in current filing · view on EDGAR →
For | Against | Abstain | Number | of votes | Percentage | of | voted shares | Number | of votes | Percentage | of | voted shares | Number | of votes Ellen R.M. Boyer 24,688,499 99.36151,628.617,837 Connie R. Collingsworth 23,679,085 95.291,162,3744.686,505 Margot J. Copeland 24,797,301 99.8042,468.178,195 Mark J. Grescovich 24,732,403 99.53106,411.439,150 Roberto R. Herencia 20,562,506 82.764,276,88617.218,572 John R. Layman 24,056,438 96.81784,7783.166,748 Monica B. O’Reilly 24,784,219 99.7555,836.227,908 John C. Pedersen 24,811,225 99.8628,500.118,239 Kevin F. Riordan 24,697,385 99.40142,269.578,310 Judith A. Steiner 24,723,977 99.50116,081.477,906 Millicent C. Tracey 24,660,202 99.25179,859.727,902 Paul J. Walsh 24,811,395 99.8627,953.118,616 The number of Broker Non-Votes for each of the above individuals was 2,050,160.
All twelve director nominees were elected for one-year terms expiring in 2027. Eleven directors received support above 95% of votes cast. Director Roberto R. Herencia received lower support at 82.76% of votes cast (17.22% against), representing 60.7% of shares outstanding based on the disclosed 33,872,305 shares outstanding and entitled to vote. The other directors received between 71.0% and 73.2% support as a percentage of shares outstanding.
Show 2 minor / wording changes
Added in current filing · view on EDGAR →
For | Against | Abstain | Broker Non-Votes | 23,497,8211,331,51518,6282,050,160
Shareholders approved executive compensation on an advisory basis with 94.64% of votes cast in favor (5.36% against). This represents 69.4% support as a percentage of the 33,872,305 shares outstanding and entitled to vote. The approval rate is typical for say-on-pay votes.
Added in current filing · verify on EDGAR →
There were a total of 33,872,305 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 26,898,124 shares of common stock were represented in person or by proxy; therefore, a quorum was present.
The annual meeting achieved a quorum with 79.4% of outstanding shares represented in person or by proxy. This turnout level is typical for annual shareholder meetings.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify