8-K

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): December 13, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.

(d)	Exhibits.
	Exhibit No.	Description
	3.1	Text of Article II, Section 6 and Article III, Section 3 of Bylaws, as amended
	99.1	Press Release dated December 14, 2017

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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: December 14, 2017	By:	/s/ Ronald E. Kuykendall
		Ronald E. Kuykendall
		General Counsel and Secretary

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EX-3.1

Exhibit 3.1

Text of Article II, Section 6 of Bylaws, as Amended

SECTION 6. Fixing of Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than ninety (90) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Text of Article III, Section 3 of Bylaws, as Amended

SECTION 3. Age Limitation. No person shall be eligible for election or appointment to the Board of Directors if such person is under twenty-one (21) or over seventy-two (72) years of age at the time of his or her election or appointment. No director shall serve beyond the annual meeting of shareholders immediately following his or her seventy-second (72nd) birthday. This limitation shall not apply to a person serving as an advisory director or a director emeritus. Notwithstanding the foregoing, a director may, at the request of the Nominating Committee and if ratified by the Board, continue to serve as a director after the annual meeting of shareholders 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 determine that his or her continued service would be of substantial benefit to the Corporation in recognizing the benefit of such acquisition, consolidation or merger. The continuation of such person’s service as a director shall be for such period as the Nominating Committee, subject to the approval of the Board, shall determine.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

SANDY SPRING BANCORP, INC. ANNOUNCES NEW DIRECTORS

Susan D. Goff to Retire From Board

OLNEY, MARYLAND, December 14, 2017 – Sandy Spring Bancorp, Inc. (NASDAQ: SASR, “Sandy Spring”) announced today that it has appointed four new directors to its board. The appointments are in connection with Sandy Spring’s acquisition of WashingtonFirst Bankshares, Inc. (“WashingtonFirst”) and the related merger of WashingtonFirst Bank into Sandy Spring Bank. Upon completion of the acquisition, WashingtonFirst Chairman Joseph S. Bracewell, WashingtonFirst CEO Shaza L. Andersen, and WashingtonFirst directors Mr. Mark C. Michael and the Honorable Joe R. Reeder will join the Sandy Spring board.

Also effective upon the closing of the transaction, expected January 1, 2018, Sandy Spring director Susan D. Goff will retire from the board after 23 years of dedicated service.

“Shaza Andersen and Joe Bracewell have grown an impressive organization, and I look forward to working with them and all of our new directors as we continue to build on that momentum as the largest, locally-headquartered community bank in this region,” said Daniel J Schrider, President and CEO of Sandy Spring Bank.

Mr. Reeder, Shareholder in the international law firm Greenberg Traurig, LLP, served as a director of WashingtonFirst Bank since 2004; he was 14^th Under Secretary of the Army and chairman of the Panama Canal Commission (1993-1997). Mr. Michael is the co-founder and CEO of Occasions Caterers, Inc. and the co-founder and President of Protocol Staffing Services, LLC, and Menus Catering, Inc.; he joined the WashingtonFirst board in 2005.

Upon completion of the acquisition, Sandy Spring Bank will have combined assets of approximately $7.5 billion.

About Sandy Spring Bancorp, Inc.

Sandy Spring Bancorp, Inc., headquartered in Olney, Maryland, is the holding company for Sandy Spring Bank. Independent and community-oriented, Sandy Spring Bank offers a broad range of commercial banking, retail banking, mortgage and trust services throughout central Maryland, Northern Virginia, and the greater Washington, D.C. market. Through its subsidiaries, Sandy Spring Insurance Corporation and West Financial Services, Inc., Sandy Spring Bank also offers a comprehensive menu of insurance and wealth management services. With $5.3 billion in assets, Sandy Spring Bank operates 42 community offices and six financial centers across the region. Visit www.sandyspringbank.com for more information.

About WashingtonFirst Bankshares, Inc.

WashingtonFirst Bankshares, Inc., headquartered in Reston, Virginia, is the holding company for WashingtonFirst Bank, a Virginia-charted bank with more than $2 billion in assets, which operates 19 full-service banking offices throughout the Washington, D.C. metropolitan area. In addition, WashingtonFirst provides wealth management services through its subsidiary, 1st Portfolio Wealth Advisors, and mortgage banking services through WashingtonFirst Bank's subsidiary, WashingtonFirst Mortgage Corporation. For more information about WashingtonFirst, please visit: www.wfbi.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of Sandy Spring and WashingtonFirst. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of Sandy Spring’s and WashingtonFirst’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “may,” “will,” “would,” “could,” “should” or other similar words and expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and neither Sandy Spring nor WashingtonFirst undertakes any obligation to update any statement in light of new information or future events. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

In addition to factors previously disclosed in Sandy Spring’s and WashingtonFirst’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), the following factors among others, could cause actual results to differ materially from those in its forward-looking statements: (i) the possibility that any of the anticipated benefits of the proposed transaction between Sandy Spring and WashingtonFirst will not be realized or will not be realized within the expected time period; (ii) the risk that integration of operations of WashingtonFirst with those of Sandy Spring will be materially delayed or will be more costly or difficult than expected; (iii) the failure to satisfy the conditions to completion of the proposed transaction, including receipt of required regulatory and other approvals; (iv) the failure of the proposed transaction to close for any other reason; (v) the effect of the announcement of the transaction on customer relationships and operating results; (vi) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (vii) general economic conditions and trends, either nationally or locally; (viii) conditions in the securities markets; (ix) changes in interest rates; (x) changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; (xi) changes in real estate values; (xii) changes in the quality or composition of Sandy Spring’s or WashingtonFirst’s loan or investment portfolios; (xiii) changes in competitive pressures among financial institutions or from non-financial institutions; (xiv) the ability to retain key members of management; and (xv) changes in legislation, regulations, and policies.

For additional information or questions, please contact:

Daniel J. Schrider, President & Chief Executive Officer, or

Philip J. Mantua, E.V.P. & Chief Financial Officer

Sandy Spring Bancorp

17801 Georgia Avenue

Olney, Maryland 20832

1-800-399-5919 

Email:	DSchrider@sandyspringbank.com
	PMantua@sandyspringbank.com
Website:	www.sandyspringbank.com

Media Contact:

Amalia Kastberg

Senior Vice President, Marketing

Sandy Spring Bank

301.774.8465

akastberg@sandyspringbank.com