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):  May 5, 2010

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 5.07    Submission of Matters to a Vote of Security Holders

(a) The annual meeting of the shareholders of Sandy Spring Bancorp, Inc. was held on May 5, 2010.

(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 following individuals were elected as directors, each for a three-year term, by the following vote:

Name
  
Shares
Voted For
    
Votes
Withheld
  
Solomon Graham
     9,662,344       283,227  
Gilbert L. Hardesty
     9,670,906       274,665  
Lewis R. Schumann
     7,191,593       2,753,978  
Dennis A. Starliper
     9,649,998       295,573  

There were 3,080,988 broker non-votes in the election of directors.

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

Shares Voted For
  
Shares Voted Against
  
Abstentions
11,030,069
  
1,740,517
  
255,973

There were no broker non-votes on the proposal.

3.The appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2010 was ratified by the shareholders by the following vote:

Shares Voted For
  
Shares Voted Against
  
Abstentions
12,884,068
  
76,365
  
66,126

There were no broker non-votes on the proposal.
 
 
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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 6, 2010
By:
/s/ Ronald E. Kuykendall  
    Ronald E. Kuykendall  
   
Executive Vice President, General Counsel
and Secretary
  
 
 
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