Current Report Filing (8-k)
14 March 2020 - 7:12AM
Edgar (US Regulatory)
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0000824410
2020-03-10
2020-03-11
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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):
March 11, 2020
SANDY SPRING BANCORP, INC.
(Exact name of registrant as specified in
its charter)
Maryland
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000-19065
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52-1532952
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of exchange on which registered
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Common Stock, par value $1.00 per share
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SASR
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The NASDAQ Stock Market LLC
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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. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On March 11, 2020,
the Compensation Committee of the Board of Directors of Sandy Spring Bancorp, Inc. (the “Company”) approved awards
of restricted stock and performance-based restricted stock units to each of the Company’s named executive officers under
the Company’s 2015 Omnibus Incentive Plan, as follows:
Named Executive Officer
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Performance-Based
Restricted
Stock Units
(at target)
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Restricted Stock Awards
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Daniel J. Schrider
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12,794
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12,794
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Philip J. Mantua
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5,002
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5,002
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Joseph J. O’Brien, Jr.
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6,468
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6,468
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R. Louis Caceres
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4,458
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4,458
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Kevin Slane
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2,745
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2,745
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The awards of performance-based
restricted stock units are subject to achievement of certain performance conditions measured over a three-year performance period
beginning on January 1, 2020 and ending on December 31, 2022. The performance conditions, which relate to cumulative adjusted earnings
per share, total shareholder return, and comparative return on tangible common equity, are described in more detail in the Performance
Restricted Stock Unit Award Agreement included with this report as Exhibit 10.1. The form of agreement for restricted stock awards
to executive officers is included in this report as Exhibit 10.2.
The
Compensation Committee also approved awards of restricted stock units with respect to $35,000 of Company stock to the directors
as part of their regular annual compensation. The units vest ratably over a three year period. The form of agreement for
restricted stock unit awards to directors is included in this report as Exhibit 10.3.
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Item 9.01
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Financial Statements and Exhibits
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Exhibits.
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.
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SANDY SPRING BANCORP, INC.
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(Registrant)
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Date: March 13, 2020
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By:
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/s/
Daniel J. Schrider
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Daniel J. Schrider
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President and Chief Executive Officer
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