The number of shares voted "for" a director nominee must exceed the number of shares voted "against" a director nominee for a director nominee to be elected in an uncontested election at Banner Corp.
This is pursuant to an amendment to the Walla Walla, Wash.-based company's bylaws that the board adopted Dec. 15.
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 90 days after the date election results are determined, the date the board appoints a new director to fill the position or the date and time the director's resignation takes effect.
An election is considered contested if there are shareholder nominees for director pursuant to Banner's advance notice provision and who are not withdrawn by the advance notice deadline set forth in the company's articles of incorporation. A plurality standard will be used if the board determines there is a "contested election."