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 June 4, 2020.

(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:




                     Shares       Votes
Name               Voted For    Withheld
Mark E. Friis      30,244,077    891,902
Brian J. Lemek     30,868,907    267,072
Pamela A. Little   30,199,600    935,026
James J. Maiwurm   30,418,209    717,770
Craig A. Ruppert   24,449,411   1,686,568

The shareholders elected the following individual as director, for a one-year term, by the following vote:





                            Shares      Votes
Name                      Voted For    Withheld

Walter Clayton Martz II 30,828,460 307,549

The shareholders elected the following individual as director, for a two-year term, by the following vote:





                         Shares      Votes
Name                   Voted For    Withheld

Christina B. O'Meara 30,872,082 262,544

There were 6,514,710 broker non-votes in the election of directors.

Following their election, Mr. Lemek and Ms. O'Meara were appointed to the Compensation Committee of the Board of Directors and Mr. Martz was appointed to the Audit Committee of the Board of Directors.

2. The shareholders voted in favor of the non-binding resolution to approve the compensation of the named executive officers by the following vote:





Shares Voted For   Shares Voted Against   Abstentions
   29,556,178            906,197            673,604

There were 6,514,710 broker non-votes on the proposal.

3. 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, 2020 by the following vote:





Shares Voted For   Shares Voted Against   Abstentions
   37,411,183            174,697            64,809

There were no broker non-votes on the proposal.

Item 9.01 Financial Statements and Exhibits






Exhibits.



Exhibit No. Description



104         Cover Page Interactive Data File (embedded within the Inline XBRL document)




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