8-K

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): June 21, 2022

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

The annual meeting of the shareholders of Sandy Spring Bancorp, Inc. (the “Company”) was held on May 18, 2022. As previously disclosed in a Current Report on Form 8-K, the Chair of the meeting adjourned the annual meeting with respect to the proposal regarding amendment of the articles of incorporation to declassify the board of directors (and only such proposal) until, Tuesday, June 21, 2022, at 10:00 a.m. Eastern Time (the “Reconvened Meeting”).

At the Reconvened Meeting, record holders of Company common stock at the close of business on March 9, 2022, the record date for the 2022 annual meeting, did not approve the proposal to amend the articles of incorporation to declassify the board of directors.

The results of the voting are set forth in the following table:


Shares Voted For	Shares Voted Against	Abstentions
35,365,569	401,947	187,663

There were 3,594,422 broker non-votes on the proposal.

Item 9.01

Financial Statements and Exhibits

Exhibits.


Exhibit No.		Description

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: June 22, 2022	By:	/s/ Aaron M. Kaslow
		Aaron M. Kaslow
		Executive Vice President, General Counsel and Secretary

Sandy Spring Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits