UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2022
SANDY SPRING BANCORP, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | 000-19065 | 52-1532952 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
17801 Georgia Avenue, Olney, Maryland 20832
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (301) 774-6400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common Stock, par value $1.00 per share | SASR | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 24, 2022, Kenneth C. Cook, Executive Vice President and President of Commercial Banking of Sandy Spring Bank (the “Bank”), a wholly-owned subsidiary of Sandy Spring Bancorp, Inc. (the “Company”), informed the Company that he intends to retire as of February 28, 2023.
In connection with Mr. Cook’s retirement, the Compensation Committee of the Board of Directors approved the vesting of Mr. Cook’s unvested restricted stock awards on his retirement date and extended his ability to exercise his vested stock options until their expiration date.
On October 26, 2022, the Board of Directors of the Company and the Bank appointed Mr. Cook to the Board of Directors of the Company and the Bank, effective upon his retirement. Mr. Cook will receive standard director fees. The Board of Directors will consider Mr. Cook’s assignment to Board committees at a later date.
A copy of the press release announcing Mr. Cook’s retirement and appointment to the Board of Directors is attached to this report and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits |
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| Exhibits. |
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| Exhibit No. | Description |
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| Press Release date October 28, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | SANDY SPRING BANCORP, INC. |
| | (Registrant) |
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| Date: October 28, 2022 | By: | /s/ Aaron M. Kaslow |
| | | Aaron M. Kaslow |
| | | Executive Vice President, Chief Administrative Officer and General Counsel |
