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): October 26, 2016
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 26, 2016, the Board of Directors of Sandy Spring Bancorp, Inc. (the “Company”) amended the Company’s Bylaws with respect to the requirements for notice of meetings of shareholders. The text of Article II, Section 5 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 |
Exhibits
| Number | Description | |
| 3 | Text of Article II, Section 5 of Bylaws, as amended | |
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: October 27, 2016 | By: | /s/ Ronald E. Kuykendall |
| Ronald E. Kuykendall | ||
| General Counsel and Secretary | ||
Exhibit 3
Text of Article II, Section 5 of Bylaws, as Amended
SECTION 5. Notice of Meeting. Not less than ten (10) nor more than ninety (90) days before each shareholders meeting, the Secretary of the Corporation shall give notice in writing or by electronic transmission of the meeting to each shareholder entitled to vote at the meeting and each other shareholder entitled to notice of the meeting. The notice shall state (1) the time of the meeting, the place of the meeting, if any, and the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and may vote at the meeting; and (2) the purpose of the meeting, if the meeting is a special meeting or notice of the purpose is required by any other provision of the General Laws of the State of Maryland.
Any notice given to a shareholder is effective if given by a single notice in writing or by electronic transmission to all shareholders who share an address unless the Corporation has received a request from a shareholder in writing or by electronic transmission that a single notice not be given. If a shareholder be present at a meeting, or in writing waives notice thereof before or after the meeting and such waiver is filed with the records of the meeting of shareholders, notice of the meeting to such shareholder shall be unnecessary.
When any shareholders meeting, either annual or special, is adjourned for more than thirty (30) days, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for thirty (30) or fewer days or of the business to be transacted at such adjourned meeting, other than an announcement at the meeting at which such adjournment is taken.