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): April 27, 2018

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 1934(17 CFR 230.405) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 27, 2018, Sandy Spring Bancorp, Inc. (the “Company”) filed Articles of Amendment to its Articles of Incorporation to increase its authorized capital stock from 50,000,000 shares to 100,000,000 shares. Shareholders approved the Articles of Amendment at the Company’s annual meeting of shareholders held on April 25, 2018.

Item 9.01 Financial Statements and Exhibits

Exhibits Number	Description
3.1	Articles of Amendment to the Articles of Incorporation

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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:  May 2, 2018	By:	/s/ Ronald E. Kuykendall
		Ronald E. Kuykendall
		General Counsel and Secretary

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EX-3.1

Exhibit 3.1

SANDY SPRING BANCORP, INC.

ARTICLES OF AMENDMENT

Sandy Spring Bancorp, Inc., a Maryland corporation (the “Corporation”), having its principal office in Olney, Montgomery County, Maryland, does hereby certify to the State Department of Assessments and Taxation that:

FIRST: The charter of the Corporation is hereby amended to cause the first sentence of Article V thereof to read as follows:

“The aggregate number of shares of all classes of capital stock which the corporation has authority to issue is 100,000,000 shares of capital stock, $1.00 par value per share, amounting in aggregate par value to $100,000,000.”

SECOND: The foregoing amendment was advised by the board of directors of the Corporation and approved by the shareholders of the Corporation on April 25, 2018.

THIRD: Immediately prior to adoption of the foregoing amendments the Corporation was authorized to issue fifty million shares of stock, par value $1.00 per share, all of which were initially designated as common stock. Following such amendment, the Corporation is authorized to issue one hundred million shares of stock, par value $1.00 per share, all of which are initially designated as common stock. The Board of Directors of the Corporation may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions and dividends, qualifications or terms or conditions of redemption of such shares of stock.

The aggregate par value of all shares of all classes of stock which the Corporation is authorized to issue is $100,000,000.

The undersigned officers of Sandy Spring Bancorp, Inc. hereby acknowledge under penalties of perjury that the foregoing Articles of Amendment constitute the corporate act of said corporation.

ATTEST: {Seal}

/s/ Ronald E. Kuykendall	/s/ Daniel J. Schrider
Ronald E. Kuykendall, Secretary	Daniel J. Schrider
	President and Chief Executive Officer

Return address of filing party:

Ronald E. Kuykendall, Secretary

Sandy Spring Bancorp, Inc.

17801 Georgia Avenue

Olney, Maryland 20832