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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): May 24, 2023
 
SANDY SPRING BANCORP, INC.
(Exact name of registrant as specified in its charter)
  
Maryland000-1906552-1532952
(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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, par value $1.00 per shareSASRThe 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. ¨



Item 5.07Submission 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 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:

NameShares Voted ForShares Voted AgainstAbstentions
Mark E. Friis33,546,643 1,813,814 130,470 
Brian J. Lemek34,313,552 998,184 179,191 
Pamela A. Little32,900,844 2,428,547 161,536 
Craig A. Ruppert27,927,180 7,449,209 114,538 

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

NameShares Voted ForShares Voted AgainstAbstentions
Kenneth C. Cook34,719,192 630,042 141,693 
        
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 ForShares Voted AgainstAbstentions
34,666,678 606,418 217,831 

The proposal did not receive the requisite votes for approval. There were 3,683,073 broker non-votes on the proposal.

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

Shares Voted ForShares Voted AgainstAbstentions
34,199,237 992,264 299,426 
        
The proposal did not receive the requisite votes for approval. There were 3,683,073 broker non-votes on the proposal.

4. 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 ForShares Voted AgainstAbstentions
33,925,418 1,051,131 514,378 

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:

One YearTwo YearsThree YearsAbstentions
32,053,489 214,747 2,842,615 380,076 

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 ForShares Voted AgainstAbstentions
38,610,248 355,611 208,141 

There were no broker non-votes on the proposal.

Item 9.01Financial Statements and Exhibits
 
Exhibits.
 
Exhibit No.Description
 
104Cover 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.
 
 SANDY SPRING BANCORP, INC.
 (Registrant)
 
Date: May 25, 2023By:/s/ Aaron M. Kaslow
  Aaron M. Kaslow
  Executive Vice President, General Counsel and Secretary


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