UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
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 June 4, 2020. |
| (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 | ||
| Mark E. Friis | 30,244,077 | 891,902 | ||
| Brian J. Lemek | 30,868,907 | 267,072 | ||
| Pamela A. Little | 30,199,600 | 935,026 | ||
| James J. Maiwurm | 30,418,209 | 717,770 | ||
| Craig A. Ruppert | 24,449,411 | 1,686,568 |
The shareholders elected the following individual as director, for a one-year term, by the following vote:
| Name | Shares Voted For |
Votes Withheld | ||
| Walter Clayton Martz II | 30,828,460 | 307,549 |
The shareholders elected the following individual as director, for a two-year term, by the following vote:
| Name | Shares Voted For |
Votes Withheld | ||
| Christina B. O’Meara | 30,872,082 | 262,544 |
There were 6,514,710 broker non-votes in the election of directors.
Following their election, Mr. Lemek and Ms. O’Meara were appointed to the Compensation Committee of the Board of Directors and Mr. Martz was appointed to the Audit Committee of the Board of Directors.
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 | ||
| 29,556,178 | 906,197 | 673,604 |
There were 6,514,710 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, 2020 by the following vote:
| Shares Voted For | Shares Voted Against | Abstentions | ||
| 37,411,183 | 174,697 | 64,809 |
There were no broker non-votes on the proposal.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits.
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: June 5, 2020 | By: | /s/ Aaron M. Kaslow |
| Aaron M. Kaslow | ||
| Executive Vice President, General Counsel and Secretary | ||
| 3 |