SASR Sandy Spring Bancorp Inc

 

 

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): February 11, 2020

 

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))

 

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

 

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $1.00 per share	SASR	The 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 5.07         Submission of Matters to a Vote of Security Holders.

 

A special meeting of the stockholders of Sandy Spring Bancorp, Inc. (the “Company”), the parent holding company for Sandy Spring Bank, was held on February 11, 2020. The final results for the matter submitted to a vote of stockholders at the special meeting are as follows:

 

1.

The proposal to approve the issuance of shares of the Company’s common stock in connection with the merger of Revere Bank with and into Sandy Spring Bank:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	27,402,217				157,760				53,450				0

 

Item 8.01         Other Events.

 

On February 11, 2020, the Company issued a press release announcing that the stockholders of both the Company and Revere Bank had approved the merger of Revere Bank with and into Sandy Spring Bank. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01         Financial Statements and Exhibits.

 

(d)	Exhibits.
	Exhibit No.	Description
	99.1	Press Release dated February 11, 2020

 

104

Cover 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: February 11, 2020	By:	/s/ Aaron M. Kaslow
		Aaron M. Kaslow
		Executive Vice President, General Counsel and Secretary

 

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