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Item 5.07 | Submission of Matters to a Vote of Security Holders |
(a) The annual meeting of the shareholders of Sandy Spring Bancorp, Inc. (the “Company”) was held on May 24, 2023.
(b) The matters considered and voted on by the shareholders at the annual meeting and the vote of the shareholders were as follows:
1. The shareholders elected the following individuals as directors, each for a three-year term, by the following vote:
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Name | | Shares Voted For | | Shares Voted Against | | Abstentions |
Mark E. Friis | | 33,546,643 | | | 1,813,814 | | | 130,470 | |
Brian J. Lemek | | 34,313,552 | | | 998,184 | | | 179,191 | |
Pamela A. Little | | 32,900,844 | | | 2,428,547 | | | 161,536 | |
Craig A. Ruppert | | 27,927,180 | | | 7,449,209 | | | 114,538 | |
The shareholders elected the following individual as director for a two-year term by the following vote:
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Name | | Shares Voted For | | Shares Voted Against | | Abstentions |
Kenneth C. Cook | | 34,719,192 | | | 630,042 | | | 141,693 | |
There were 3,683,073 broker non-votes in the election of directors.
2. The shareholders voted on amendments to the Articles of Incorporation to declassify the Board of Directors as follows:
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Shares Voted For | | Shares Voted Against | | Abstentions |
34,666,678 | | | 606,418 | | | 217,831 | |
The proposal did not receive the requisite votes for approval. There were 3,683,073 broker non-votes on the proposal.
3. The shareholders voted on amendments to the Articles of Incorporation to eliminate the supermajority vote requirement for certain amendments as follows:
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Shares Voted For | | Shares Voted Against | | Abstentions |
34,199,237 | | | 992,264 | | | 299,426 | |
The proposal did not receive the requisite votes for approval. There were 3,683,073 broker non-votes on the proposal.
4. The shareholders voted in favor of the non-binding resolution to approve the compensation of the named executive officers by the following vote:
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Shares Voted For | | Shares Voted Against | | Abstentions |
33,925,418 | | | 1,051,131 | | | 514,378 | |
There were3,683,073 broker non-votes on the proposal.
5. The shareholders voted, on an advisory basis, on the frequency of future votes to approve the compensation for the named executive officers as follows:
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One Year | | Two Years | | Three Years | | Abstentions |
32,053,489 | | | 214,747 | | | 2,842,615 | | | 380,076 | |
There were 3,683,073 broker non-votes on the proposal. Consistent with the results set forth above, the Company will continue to hold an advisory vote on the compensation of the Company’s named executive officers annually until the next shareholder vote on the frequency of future advisory votes on executive compensation.
6. The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 by the following vote:
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Shares Voted For | | Shares Voted Against | | Abstentions |
38,610,248 | | | 355,611 | | | 208,141 | |
There were no broker non-votes on the proposal.