Current Report Filing (8-k)
April 25 2019 - 10:04AM
Edgar (US Regulatory)
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):
April 24, 2019
SANDY
SPRING BANCORP, INC.
(Exact name of registrant as specified in
its charter)
Maryland
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000-19065
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52-1532952
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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 April 24, 2019.
(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
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Shares
Voted For
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Votes Withheld
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Mona Abutaleb
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24,591,625
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538,207
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Robert E. Henel, Jr.
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24,724,106
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405,726
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Mark C. Micklem
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24,908,412
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221,420
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Gary G. Nakamoto
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24,888,190
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241,642
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There were 6,066,585 broker non-votes in
the election of directors.
Mr. Micklem was appointed to the Risk Committee
and the Compensation Committee of the Board of Directors following his election.
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
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Shares Voted Against
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Abstentions
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24,193,686
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797,127
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139,019
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There were 6,066,585 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, 2019 by the following vote:
Shares Voted For
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Shares Voted Against
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Abstentions
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31,140,389
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40,524
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15,504
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There were no broker non-votes on the proposal.
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.
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SANDY SPRING BANCORP,
INC.
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(Registrant)
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Date:
April 25, 2019
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By:
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/s/
R.E. Kuykendall
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Ronald E. Kuykendall
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General Counsel and Secretary
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