On December 15, 2016, the board of directors (the “Board”) of Banner Corporation (“Banner”) adopted an amendment to Banner’s Amended and Restated Bylaws (the “Bylaws”) to provide for the election of directors by the majority vote of shareholders in uncontested elections. The Bylaw amendment, which is reflected in a new Section 16 to Article III of the Bylaws, provides that in an uncontested election, the number of shares voted “for” a director nominee must exceed the number of shares voted “against” a director nominee, in order for a director nominee to be elected. The term of any director, who was a director at the time of the election, but who does not receive a majority of votes cast in an election held under the new majority vote standard will continue to serve as a director until terminated on the earliest to occur of: (i) 90 days after the date election results are determined; (ii) the date the Board appoints a new director to fill the position; or (iii) the date and time the director’s resignation is effective. The Bylaw amendment provides that an election is considered a “contested election” if there are shareholder nominees for director to Banner’s advance notice provision and who are not withdrawn by the advance notice deadline set forth in Article X of Banner’s Articles of Incorporation. If the Board determines there is a “contested election,” the election of directors will be held under a plurality standard.

The preceding description is qualified in its entirety by reference to the Bylaws, as amended, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits

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