Business Context and Reporting Period
This Form 8-K filing by Banner Corporation (Banner Corp) reports a corporate governance event dated December 1, 2016. The filing was signed on December 5, 2016, by Lloyd W. Baker, Executive Vice President and Chief Financial Officer.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change reported is the resignation of two directors from the Boards of Directors of Banner Corporation and its subsidiary, Banner Bank:
- Spencer C. Fleischer: Resigned on December 1, 2016. He was appointed on October 1, 2015, as a designee of Friedman Fleischer and Lowe Capital Partners III, L.P. ("FFL").
- Doyle L. Arnold: Resigned on December 1, 2016. He was appointed on March 1, 2016, as a designee of Oaktree Principal Fund V (Delaware) ("Oaktree").
Both directors resigned because their respective investors (FFL and Oaktree) sold shares and now own less than 5% of the Company's outstanding common stock, thereby losing the contractual right to nominate a director. Mr. Arnold was a member of the Risk Committee at the time of his resignation; Mr. Fleischer was not a member of any committees.
Guidance, Outlook, and Risks
The filing explicitly states that neither resignation was in connection with any disagreement with the Company regarding operations, policies, or practices. No financial guidance, outlook, or new risk factors are disclosed in this report.
Investor Verification Checklist
- Confirm the current ownership percentage of FFL and Oaktree to verify they remain below the 5% threshold required for director nomination.
- Review the composition of the Board of Directors and the Risk Committee to identify any vacancies resulting from these resignations.
- Check for subsequent filings regarding the appointment of new directors to replace the resigned members.