Banner (BANR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2025, with shareholders able to vote electronically and submit questions online.

• Proxy materials, including the 2024 Annual Report, are available online, and shareholders are encouraged to vote promptly via internet, phone, or mail.

• The record date for voting is March 14, 2025, with 34,485,045 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors for one-year terms, advisory approval of executive compensation, advisory vote on frequency of future say-on-pay votes, ratification of Moss Adams LLP as auditor, and approval of the 2025 Employee Stock Purchase Plan.

• The board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, for auditor ratification, and for the stock purchase plan.

• Shareholder proposals for the 2026 meeting must be received by December 10, 2025.

Board of directors and corporate governance

• The board consists of 11 members, all current nominees, with a strong mix of financial, legal, risk, and technology expertise.

• 10 of 11 directors are independent; board chair and CEO roles are separated.

• Committees include Audit, Compensation and Human Capital, Corporate Governance/Nominating, Credit Risk, Risk, and Executive, each with defined charters and responsibilities.

• Board diversity is emphasized, with 6 of 11 directors self-identifying as having at least one diversity characteristic.

• Director and executive stock ownership guidelines are in place to align interests with shareholders.