Sandy Spring Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
A special meeting of the stockholders of Sandy Spring Bancorp, Inc. (“Sandy Spring”) was held on February 5, 2025. to consider certain proposals related to the Agreement and Plan of Merger, dated as of October 21, 2024 (the “Merger Agreement”), by and between Sandy Spring and Atlantic Union Bankshares Corporation (“Atlantic Union”) pursuant to which, on the terms and subject to the conditions set forth therein, Atlantic Union will acquire Sandy Spring in an all-stock transaction by means of a merger of Sandy Spring with and into Atlantic Union (the “Merger”).
As of December 12, 2024, the record date for stockholders entitled to notice of, and to vote at, the special meeting, there were 45,151,453 shares of Sandy Spring common stock, par value $1.00 per share, issued and outstanding. The holders of 33,710,945 shares of Sandy Spring common stock were present online or represented by proxy at the special meeting, constituting a quorum.
The matters considered and voted on by the stockholders at the annual meeting and the vote of the stockholders were as follows:
1. Proposal 1 – Sandy Spring Merger Proposal. A proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.
| Shares Voted For | Shares Voted Against | Abstentions | ||||||||
| 32,749,783 | 630,832 | 330,330 | ||||||||
There were no broker non-votes on the proposal.
2. Proposal 2 – Sandy Spring Compensation Proposal. A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Sandy Spring’s named executive officers that is based on or otherwise relates to the Merger. Approval of this proposal is not a condition to the completion of the Merger.
| Shares Voted For | Shares Voted Against | Abstentions | ||||||||
| 31,171,673 | 1,969,572 | 569,700 | ||||||||
There were no broker non-votes on the proposal.
3. Proposal 3 – Sandy Spring Adjournment Proposal. A proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the Sandy Spring Merger Proposal, or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to holders of Sandy Spring common stock.
| Shares Voted For | Shares Voted Against | Abstentions | ||||||||
| 31,090,172 | 2,286,728 | 334,045 | ||||||||
There were no broker non-votes on the proposal.
For more information on each of these proposals, see the definitive proxy statement filed Sandy Spring with the U.S. Securities and Exchange Commission on December 17, 2024.
Completion of the Merger remains subject to satisfaction or waiver of the closing conditions set forth in the Merger Agreement.
| Item 8.01 | Other Events. |
On February 5, 2025, Atlantic Union and Sandy Spring issued a joint press release announcing the results of the Atlantic Union special meeting of shareholders and the results of the Sandy Spring special meeting of stockholders held on February 5, 2025. The parties also announced that they have received the necessary bank regulatory approvals to complete the merger. Atlantic Union and Sandy Spring expect to complete the merger on or about April 1, 2025, subject to the satisfaction or waiver of customary closing conditions. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description of Exhibit |
| 99.1 | Joint Press Release of Atlantic Union Bankshares Corporation and Sandy Spring Bancorp, Inc. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Atlantic Union and Sandy Spring, respectively, with respect to the proposed transaction, the strategic and financial benefits of the proposed transaction, including the expected timing of the closing of the proposed transaction. Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgment of Atlantic Union or Sandy Spring or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, among others, the following:
| · | the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; |
| · | the possibility that the proposed transaction does not close when expected or at all because the conditions to closing are not satisfied on a timely basis or at all; |
| · | the outcome of any legal proceedings that may be instituted against Atlantic Union or Sandy Spring; |
| · | the possibility that the anticipated benefits of the proposed transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Atlantic Union and Sandy Spring operate; |
| · | the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected; |
| · | the impact of purchase accounting with respect to the proposed transaction, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks; |
| · | the possibility that the proposed transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events; |
| · | the diversion of management’s attention from ongoing business operations and opportunities; |
| · | potential adverse reactions of Atlantic Union’s or Sandy Spring’s customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; |
| · | a material adverse change in the financial condition of Atlantic Union or Sandy Spring; changes in Atlantic Union’s or Sandy Spring’s share price before closing; |
| · | risks relating to the potential dilutive effect of shares of Atlantic Union’s common stock to be issued in the proposed transaction; |
| · | general competitive, economic, political and market conditions; |
| · | major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; and |
| · | other factors that may affect future results of Atlantic Union or Sandy Spring, including, among others, changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates; deposit flows; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. |
These factors are not necessarily all of the factors that could cause Atlantic Union’s, Sandy Spring’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm Atlantic Union’s, Sandy Spring’s or the combined company’s results.
Although each of Atlantic Union and Sandy Spring believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of Atlantic Union or Sandy Spring will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in (i) Atlantic Union’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2023 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000883948/000088394824000030/aub-20231231x10k.htm), quarterly reports on Form 10-Q, Current Reports on Form 8-K and other documents subsequently filed by Atlantic Union with the Securities Exchange Commission (“SEC”), (ii) in Sandy Spring’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2023 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/824410/000082441024000011/sasr-20231231.htm), and its other filings with the SEC and quarterly reports on Form 10-Q, Current Reports on Form 8-K and other documents subsequently filed by Sandy Spring with the SEC and (iii) the definitive joint proxy statement/prospectus related to the merger, which was filed by Atlantic Union with the SEC on December 17, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/883948/000110465924129289/tm2428626-7_424b3.htm).
The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Atlantic Union, Sandy Spring or each of their respective businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. Atlantic Union and Sandy Spring urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by Atlantic Union and Sandy Spring. Forward-looking statements speak only as of the date they are made and Atlantic Union and/or Sandy Spring undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. All forward-looking statements attributable to Atlantic Union, Sandy Spring, the combined company, or persons acting on Atlantic Union or Sandy Spring's behalf, are expressly qualified in their entirety by the cautionary statements set forth above.
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 5, 2025 | By: | /s/ Aaron M. Kaslow |
| Aaron M. Kaslow | ||
| Executive Vice President, Chief Administrative Officer and General Counsel | ||