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 7, 2014

 

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))

 

 

 

 
 

  

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 May 7, 2014.

 

(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  Shares Voted For  Votes Withheld
Mark E. Friis  18,965,698  49,259
Pamela A. Little  18,967,000  47,957
Craig A. Ruppert    18,930,004  84,953

 

There were 3,169,415 broker non-votes in the election of directors.

 

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 Shares Voted Against Abstentions
16,844,199 2,051,737 119,017

 

There were 3,169,419 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, 2014 by the following vote:

 

Shares Voted For Shares Voted Against Abstentions
22,082,349 62,326 39,697

 

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.

 

  SANDY SPRING BANCORP, INC.
  (Registrant)
     
     
Date: May 8, 2014 By: /s/ R. E. Kuykendall
    Ronald E. Kuykendall
    General Counsel and Secretary