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| INFORMATION ABOUT THE MEETING |
INFORMATION ABOUT THE MEETING
ATTENDING THE MEETING
All holders of Sandy Spring stock as of the record date (March 8, 2023) and persons holding valid proxies from such shareholders are invited to attend the annual meeting. To gain entrance to the annual meeting, you must present valid, government-issued photo identification. If you are not a shareholder of record, you must also present evidence of ownership of Sandy Spring stock as of the record date.
VOTING MATTERS
Shares Entitled to Vote. Holders of Sandy Spring common stock, par value $1.00 per share, as of the close of business on the record date of March 8, 2023 are eligible to vote at the annual meeting. On that date, 44,820,452 shares of common stock were outstanding and eligible to vote. Each share of common stock entitles the holder to one vote on the items of business to be considered at the annual meeting.
Quorum Requirements. The presence, in person or by proxy, of holders of a majority of our outstanding common stock is required to constitute a quorum for the transaction of business at the annual meeting. Shareholders who deliver valid proxies or attend the meeting in person will be considered part of the quorum. Once a share is represented for any purpose at the meeting, it is deemed present for quorum purposes for the remainder of the meeting. We intend to include as present at the meeting shares present but not voting, shares for which we have received proxies but for which holders have abstained from voting, and broker “non-votes” (explained below).
Voting Procedures. You may vote your shares in one of several ways, depending upon how you own your shares.
If you are a shareholder of record, meaning that you hold Sandy Spring stock directly (not through a bank, broker or other nominee), you may vote in person at the annual meeting or by submitting your proxy in any one of following ways:
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Voting on the internet. Go to www.envisionreports.com/sasr and follow the instructions. You will need to have your control number (from your proxy card) with you when you go to the website. |
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Voting by telephone. Call the phone number on your proxy card and follow the instructions. You will need to have your control number with you when you call. |
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Voting by mail. Complete, sign, date and return your proxy card in the envelope provided in advance of the meeting. |
If you are a beneficial holder, meaning that you hold your shares through a bank, broker or other nominee, you must follow the voting instructions you receive from the holder of record to vote your shares. If you are a beneficial owner and you would like to vote in person at the meeting, you must also present a written legal proxy from your broker, bank, or other nominee.
If you hold your shares through a bank, broker, or other nominee, it is critical that you cast your vote if you want it to count for Proposals 1, 2, 3, 4 and 5. Your broker is not allowed to vote shares on your behalf on such matters without your specific instruction. If you do not instruct your broker how to vote on these matters, no votes will be cast on your behalf. Your broker will have discretion to vote any uninstructed shares on matters considered routine items, such as ratification of the appointment of the independent registered public accounting firm (Proposal 6).
If you have questions or need assistance in voting your shares, please call our proxy solicitor, Georgeson LLC, at 866-357-4029 (toll free).
All shares represented by valid proxies that are not revoked will be voted at the annual meeting in accordance with your voting instructions. If you properly submit a proxy without specifying how you want your shares to be voted, your shares will be voted in accordance with the recommendations of the Board. If your shares are held with our transfer agent, Computershare, and you do not return your proxy, no votes will be cast on your behalf.
Employee shareholders. If you participate in the Sandy Spring Bank 401(k) Plan (the “401(k) plan”), and your plan account holds shares of our common stock, you must provide voting instructions to Principal Trust Company, the trustee for the 401(k) plan by internet, telephone, or proxy card for the shares to be voted according to your instructions. Your voting instructions to the trustee will be held in strict confidence. The deadline to provide voting instructions for shares held in the 401(k) plan is May 19, 2023, at 11:59 p.m., Eastern Time. After the voting instruction deadline, you will not be able to submit voting instructions or change prior voting instructions for any shares. If you do not direct the trustee how to vote the shares in your 401(k) plan account, the trustee will vote the shares in the 401(k) plan in the same proportion as the voting instructions it receives from other participants as of the voting instruction deadline.
VOTES REQUIRED
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Proposal 1: Election of Directors. In an uncontested election, nominees for election as directors will be elected to the Board if the votes cast “for” the nominee’s election exceed the votes cast “against” his or her election. Pursuant to our Articles of Incorporation, shareholders are not permitted to cumulate their votes for the election of directors. If an incumbent director nominee does not receive the required votes for election, |
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| Notice and Proxy Statement | 2023 |
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