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Date of Report (Date of earliest event reported): May 24, 2023

 

(Exact name of registrant as specified in its charter)

  

 

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (301) 774-6400

 

(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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ¨

 

(a) The annual meeting of the shareholders of Sandy Spring Bancorp, Inc. (the “Company”) was held on May 24, 2023.

(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:

The shareholders elected the following individual as director for a two-year term by the following vote:

        

There were 3,683,073 broker non-votes in the election of directors.

2. The shareholders voted on amendments to the Articles of Incorporation to declassify the Board of Directors as follows:

Shares Voted For						Shares Voted Against						Abstentions
34,666,678						606,418						217,831

3. The shareholders voted on amendments to the Articles of Incorporation to eliminate the supermajority vote requirement for certain amendments as follows:

        

4. The shareholders voted in favor of the non-binding resolution to approve the compensation of the named executive officers by the following vote:

There were3,683,073 broker non-votes on the proposal.

5. The shareholders voted, on an advisory basis, on the frequency of future votes to approve the compensation for the named executive officers as follows:

There were 3,683,073 broker non-votes on the proposal. Consistent with the results set forth above, the Company will continue to hold an advisory vote on the compensation of the Company’s named executive officers annually until the next shareholder vote on the frequency of future advisory votes on executive compensation.

6. 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, 2023 by the following vote:

Shares Voted For						Shares Voted Against						Abstentions
38,610,248						355,611						208,141

There were no broker non-votes on the proposal.

 

 

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.