Banner (BANR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to be held virtually at 10:00 a.m. Pacific Time.

• Proxy materials and annual report are available online for shareholder review and voting.

• Shareholders are encouraged to access materials electronically and can request paper copies if needed.

Voting matters and shareholder proposals

• Election of 11 directors is up for shareholder vote, with board recommending a vote FOR all nominees.

• Advisory approval of executive compensation is proposed, with board recommending a FOR vote.

• Advisory vote on frequency of future executive compensation votes, with board recommending 1 YEAR.

• Ratification of Moss Adams LLP as independent auditor for 2025 is proposed, with board recommending FOR.

• Approval of the 2025 Employee Stock Purchase Plan is proposed, with board recommending FOR.

Board of directors and corporate governance

• Eleven director nominees are listed for election at the annual meeting.