SANDY SPRING BANCORP, INC. (NASDAQ:SASR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On December 13, 2017, the Board of Directors of Sandy Spring Bancorp, Inc. (the “Company”) expanded the size of the Company’s Board of Directors to 15 members and appointed Joseph S. Bracewell, Shaza L. Andersen, the Hon. Joe R. Reeder, and Mark C. Michael to the Company’s Board of Directors, effective upon the effective time of the merger (the “Effective Time”) of WashingtonFirst Bankshares, Inc. (“WashingtonFirst”) with Touchdown Acquisition, Inc., a wholly-owned subsidiary of Sandy Spring. Mr. Bracewell is the current Chairman of WashingtonFirst, Ms. Andersen is the current President and Chief Executive Officer of WashingtonFirst, and Mr. Reeder and Mr. Michael currently serve as directors of WashingtonFirst.
Mr. Bracewell and Ms. Andersen were appointed to the Board of Director’s Executive and Governance Committee.
Also on December 13, 2017, director Susan Goff resigned from her position as director of the Company, effective upon the Effective Time. Ms. Goff’s resignation was not as a result of any dispute or disagreement with the Company.
The Company issued a news release announcing the appointment of the new directors and the resignation of Ms. Goff on December 14, 2017. A copy of the news release is included as Exhibit 99.1 to this Report and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 13, 2017, the Board of Directors of the Company approved amendments to the Company’s Bylaws (a) that permit the record date for determining the shareholders entitled to notice of or to vote at any meeting of shareholders to be up to 90 days prior to the date of such meeting and (b) that would permit a director to continue to serve as a director after the annual meeting of stockholders immediately following his or her seventy-second (72nd) birthday if (i) he or she was appointed to the Board of Directors in connection with a corporate acquisition, consolidation, or merger and (ii) the Nominating Committee and Board of Directors determine that his or her continued service would be of substantial benefit to the Company in recognizing the benefit of such acquisition, consolidation or merger.
The text of Article II, Section 6 and Article III, Section 3 of the Company’s Bylaws, as amended, is included as Exhibit 3 to this Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
SANDY SPRING BANCORP INC ExhibitEX-3.1 2 tv481391_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Text of Article II,…To view the full exhibit click here
About SANDY SPRING BANCORP, INC. (NASDAQ:SASR)
Sandy Spring Bancorp, Inc. is the bank holding company for Sandy Spring Bank (the Bank). The Company operates through three business segments Community Banking, Insurance and Investment Management. Its Community Banking segment operates through Sandy Spring Bank and involves delivering a range of financial products and services, including various loan and deposit products to both individuals and businesses. The Insurance segment operates through Sandy Spring Insurance Corporation, a subsidiary of the Bank, and offers annuities as an alternative to traditional deposit accounts. The Investment Management segment operates through West Financial Services, Inc., a subsidiary of the Bank, which provides investment management and financial planning services. Its product portfolio includes loan and lease products, deposit activities, treasury activities and borrowing activities. The Bank operates over 45 community offices located in Central Maryland, Northern Virginia, and Washington D.C.
