8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): December 16, 2021

BERKSHIRE HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-15781	04-3510455
(State or Other Jurisdiction) of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

60 State Street, Boston, Massachusetts	02109
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 773-5601, ext. 133773

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 (see General Instruction A.2. below):

☐
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BHLB	The New York Stock Exchange

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 16, 2021, the Board of Directors of Berkshire Hills Bancorp, Inc. appointed Nina A. Charnley to the Board of Directors of the Company, effective immediately.  The Board of Directors also appointed Ms. Charnley to the Compensation, Compliance & Regulatory and Corporate Responsibility & Culture Committees of the Board of Directors. Ms. Charnley will be considered an independent director. Ms. Charnley was also appointed to the Board of Directors of Berkshire Bank.

Ms. Charnley, age 66 was Senior Managing Director, Enterprise Customer Experience Executive at TIAA, a Fortune 100 financial services company with over $1 trillion in assets under management and five million customers. In that role, she was a member of the Executive Leadership Group, the Digital Transformation Team and Chaired the Customer Experience Board. During her time at TIAA, Ms. Charnley led the strategy, development and execution of a significant portfolio of technology projects launching the company’s mobile app and a digital bank, building digital capabilities enabling employees and customers. Prior to joining TIAA, Ms. Charnley spent the majority of her career as an executive at Bank of America and its predecessor companies where she managed a diverse portfolio of both national and regional businesses including a de novo sustainable energy lending program and created the strategy, infrastructure, template and accountabilities matrix for Bank of America’s Diversity and Inclusion program.

In addition to her current advisory board roles with the Women’s Business League and Budget Buddies, Ms. Charnley has decades of board service including committee chairs for Strong Women Strong Girls, The RI Children’s Museum, and Rhode Island Hospital/Lifespan. Ms. Charnley holds a bachelor’s degree from the University of California and currently resides in Boston Massachusetts.

There were no arrangements or understandings between Ms. Charnley and any other person pursuant to which Ms. Charnley was selected as a director. Ms. Charnley is not a party to any transaction with the Company or Berkshire Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

A news release containing additional information is included herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(a)	Financial statements of businesses acquired.  Not Applicable.
(b)	Pro forma financial information.  Not Applicable.
(c)	Shell company transactions: Not Applicable.
(d)	Exhibits:
	Exhibit No.	Description
	99.1	News release dated December 21, 2021
	104.1	Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL

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.

		Berkshire Hills Bancorp, Inc.
DATE: December 21, 2021	By:	/s/ Wm. Gordon Prescott
		Wm. Gordon Prescott Executive Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

Berkshire Hills Appoints Nina A. Charnley As New Independent Director

Adds Digital, Financial & Risk Expertise to Strengthen Transformation

BOSTON– December 21, 2021 --  Berkshire Hills Bancorp, Inc. (NYSE: BHLB), the parent company of Berkshire Bank, a socially responsible community-dedicated bank with branch locations in New England and New York, announced the election of Nina A. Charnley to the Board of Directors of the Company and its wholly-owned subsidiary Berkshire Bank effective December 16, 2021. Ms. Charnley has deep financial acumen and broad experience across diverse and regulated industries which will further enhance the Board’s expertise in support of Berkshire’s Exciting Strategic Transformation (BEST). Upon her election Ms. Charnley was appointed to the Compensation, Compliance & Regulatory and Corporate Responsibility & Culture committees of the Board.

“We are pleased to welcome Nina to our Board of Directors,” said Chairperson David M. Brunelle. “Nina brings tremendous experience with her background in digital transformation, customer experience, financial and risk management which will provide valuable perspectives to our Compensation, Compliance & Regulatory and Corporate Responsibility & Culture Committees.”

“Nina’s three decades of work for Fortune 100 financial services companies will further advance the Board’s governance and oversight of our BEST plan to enhance financial performance and customer experience. I look forward to working with Nina to support our vision of being the leading socially responsible community bank in New England and beyond.” added Berkshire Bank CEO Nitin Mhatre.

Nina Charnley

Ms. Charnley, age 66 was Senior Managing Director, Enterprise Customer Experience Executive at TIAA, a Fortune 100 financial services company with over $1 trillion in assets under management and five million customers. In that role, she was a member of the Executive Leadership Group, the Digital Transformation Team and Chaired the Customer Experience Board. During her time at TIAA, Ms. Charnley led the strategy, development and execution of a significant portfolio of technology projects launching the company’s mobile app and a digital bank, building digital capabilities enabling employees and customers. Prior to joining TIAA, Ms. Charnley spent the majority of her career as an executive at Bank of America and its predecessor companies where she managed a diverse portfolio of both national and regional businesses including a de novo sustainable energy lending program and created the strategy, infrastructure, template and accountabilities matrix for Bank of America’s Diversity and Inclusion program.

In addition to her current advisory board roles with the Women’s Business League and Budget Buddies, Ms. Charnley has decades of board service including committee chairs for Strong Women Strong Girls, The RI Children’s Museum, and Rhode Island Hospital/Lifespan. Charnley holds a bachelor’s degree from the University of California and currently resides in Boston Massachusetts. Ms. Charnley will serve as an independent director.

ABOUT BERKSHIRE HILLS BANCORP

Berkshire Hills Bancorp is the parent of Berkshire Bank, which is transforming what it means to bank its neighbors socially, humanly, and digitally to empower the financial potential of people, families, and businesses in its communities as it pursues its vision of being the leading socially responsible omni-channel community bank in the markets it serves. Berkshire Bank provides business and consumer banking, mortgage, wealth management, and investment services.

Headquartered in Boston, Berkshire has approximately $11.8 billion in assets and operates 106 branch offices in New England and New York, and is a member of the Bloomberg Gender-Equality Index. To learn more, call 800-773-5601 or follow us on Facebook, Twitter, Instagram, and LinkedIn.

MEDIA CONTACT

Alison Skratt, Head of Communications

Email: communications@berkshirebank.com 

INVESTOR RELATIONS CONTACTS

Kevin Conn, SVP, Investor Relations & Corporate DevelopmentEmail: KAConn@berkshirebank.comTel: (617) 641-9206

David Gonci, Capital Markets DirectorEmail: dgonci@berkshirebank.comTel: (413) 281-1973

XML

Document and Entity Information	Dec. 16, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 16, 2021
Entity Registrant Name	BERKSHIRE HILLS BANCORP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-15781
Entity Tax Identification Number	04-3510455
Entity Address, Address Line One	60 State Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	800
Local Phone Number	773-5601
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001108134
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	BHLB
Security Exchange Name	NYSE