WASHINGTONFIRST BANKSHARES, INC. (NASDAQ:WFBI) Files An 8-K Submission of Matters to a Vote of Security Holders

WASHINGTONFIRST BANKSHARES, INC. (NASDAQ:WFBI) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.

On October 18, 2017, WashingtonFirst Bankshares, Inc. (the “Company”) held a special meeting of its shareholders (the "Special Meeting"). At the Special Meeting, the shareholders of the Company were asked to consider and vote on the following proposals: 1) to approve the Agreement and Plan of Merger dated as of May 15, 2017, by and among Sandy Spring Bancorp, Inc., ("Sandy Spring"), Touchdown Acquisition, Inc. ("Merger Sub") and the Company and the first-step merger, to which Merger Sub will merge with and into the Company (the "Merger Proposal"), and 2) to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (the "Adjournment Proposal"). As of the close of business on August 31, 2017, the record date for the Special Meeting, 12,509,766 shares of the common stock of the Company were outstanding and entitled to vote. At the Special Meeting, a total of 9,191,433 of the outstanding shares of common stock entitled to vote were represented in person or by proxy.

The final results for the matter submitted to a vote of stockholders at the special meeting are as follows:

Proposal 1. Merger Proposal:

Proposal 2. Adjournment Proposal:

The Adjournment Proposal was withdrawn, as it was not necessary due to the approval by the Company's shareholders of the Merger Proposal.

Item 5.07. Regulation FD Disclosure.

On October 18, 2017, the Company and Sandy Spring issued a joint press release announcing that each company's shareholders had approved the merger of the Company with and into Sandy Spring, a copy of which is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

The information included or incorporated in Item 5.07 of this current report, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 5.07 Financial Statements and Exhibits.

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.

(d)Exhibits. Joint press release issued by WashingtonFirst Bankshares, Inc. and Sandy Spring Bancorp, Inc. dated October 18, 2017.

WashingtonFirst Bankshares, Inc. ExhibitEX-99.1 2 jointpressrelease-sharehol.htm EXHIBIT 99.1 Exhibit FOR IMMEDIATE RELEASE SANDY SPRING BANCORP,…To view the full exhibit click here
About WASHINGTONFIRST BANKSHARES, INC. (NASDAQ:WFBI)
WashingtonFirst Bankshares, Inc. is a bank holding company. The Company, through its subsidiary, WashingtonFirst Bank (the Bank), operates approximately 20 banking offices throughout the Washington, District of Columbia (D.C.) metropolitan area. The Company’s segments include traditional commercial banking, a mortgage banking business and a wealth management business. The commercial banking segment provides the mortgage banking segment with the short-term funds needed to originate mortgage loans through a warehouse line of credit and charges the mortgage banking segment interest based on a premium over their cost to borrow funds. In addition, the Company provides wealth management services through its subsidiary, 1st Portfolio, Inc. (Wealth Advisors), located in Fairfax, Virginia, and mortgage banking services through the Bank’s subsidiary, WashingtonFirst Mortgage, which operates in two locations: Fairfax, Virginia and Rockville, Maryland.