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):April 24, 2019
SANDY SPRING BANCORP, INC.
(Exact name of registrant as specified in its charter)
| 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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.¨
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The annual meeting of the shareholders of Sandy Spring Bancorp, Inc. (the “Company”) was held on April 24, 2019.
(b) The matters considered and voted on by the shareholders at the annual meeting and the vote of the shareholders were as follows:
1. The shareholders elected the following individuals as directors, each for a three-year term, by the following vote:
| Name | Shares Voted For | Votes Withheld | ||
| Mona Abutaleb | 24,591,625 | 538,207 | ||
| Robert E. Henel, Jr. | 24,724,106 | 405,726 | ||
| Mark C. Micklem | 24,908,412 | 221,420 | ||
| Gary G. Nakamoto | 24,888,190 | 241,642 |
There were 6,066,585 broker non-votes in the election of directors.
Mr. Micklem was appointed to the Risk Committee and the Compensation Committee of the Board of Directors following his election.
2. The shareholders voted in favor of the non-binding resolution to approve the compensation of the named executive officers by the following vote:
| Shares Voted For | Shares Voted Against | Abstentions | ||
| 24,193,686 | 797,127 | 139,019 |
There were 6,066,585 broker non-votes on the proposal.
3. The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 by the following vote:
| Shares Voted For | Shares Voted Against | Abstentions | ||
| 31,140,389 | 40,524 | 15,504 |
There were no broker non-votes on the proposal.
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.
| SANDY SPRING BANCORP, INC. | ||||
| (Registrant) | ||||
| Date: April 25, 2019 | By: | /s/ R.E. Kuykendall | ||
| Ronald E. Kuykendall | ||||
| General Counsel and Secretary | ||||