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): May 18, 2022

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	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 5.07   Submission of Matters to a Vote of Security Holders

On May 18, 2022, the 2022 Annual Meeting of Shareholders of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held as a virtual meeting, at www.virtualshareholdermeeting.com/BHLB2022, at 10:00 a.m., Eastern time (the “Annual Meeting”).  The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 8, 2022.

At the Annual Meeting, 44,376,773 shares of the Company’s common stock were present or represented by proxy, constituting a quorum of the 47,859,734 outstanding shares eligible to vote for the transaction of business. All proposals were approved and the final results of the shareholder votes are shown below. There was no other business transacted at the Annual Meeting.

Proposal 1 – Election of Directors

The shareholders elected each nominee to serve as a director of the Company for a term of one year. The results of the shareholder vote on Proposal 1 were as follows:

	For	Withheld	Broker Non-Votes
Baye Adofo-Wilson	38,392,744	505,634	5,478,395
David M. Brunelle	37,422,757	1,475,621	5,478,395
Nina A. Charnley	38,634,344	264,034	5,478,395
John B. Davies	37,007,592	1,890,786	5,478,395
Mihir A. Desai	38,588,644	309,734	5,478,395
William H. Hughes III	38,515,085	383,293	5,478,395
Jeffrey W. Kip	38,608,914	289,464	5,478,395
Sylvia Maxfield	37,440,358	1,458,020	5,478,395
Nitin J. Mhatre	38,552,393	345,985	5,478,395
Laurie Norton Moffatt	37,365,053	1,533,325	5,478,395
Jonathan I. Shulman	38,511,886	386,492	5,478,395
Michael A. Zaitzeff	38,452,382	445,996	5,478,395

Proposal 2 – A non-binding proposal to give advisory approval of the Company’s executive compensation as described in the proxy statement

The shareholders gave advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement. The results of the shareholder vote on Proposal 2 were as follows:

For	Against	Abstain	Broker-Non Votes
37,827,919	906,537	163,922	5,478,395

Proposal 3 – Ratification of the appointment of the Company’s Independent Registered Public Accounting Firm

The shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2022. The results of the shareholder vote on Proposal 3 were as follows:

For	Against	Abstain
44,100,051	238,520	38,202

Proposal 4 – Proposal to approve the Berkshire Hills Bancorp, Inc. 2022 Equity Incentive Plan

The shareholders approved the Berkshire Hills Bancorp, Inc. 2022 Equity Incentive Plan. The results of the shareholder vote on Proposal 4 were as follows:

For	Against	Abstain	Broker Non-Votes
37,463,858	1,248,241	186,279	5,478,395

Item 8.01    Other Events

On May 20, 2022, the Company issued a news release announcing the results of the Annual Meeting.  A copy of the news release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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 May 20, 2022
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: May 20, 2022	By:	/s/ Wm. Gordon Prescott
		Wm. Gordon Prescott Executive Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

Berkshire Hills Announces Results of Annual Meeting

All Proposals Approved by Shareholders; Company Recaps 2021 Highlights

BOSTON, May 20, 2022 -- Berkshire Hills Bancorp, Inc. (NYSE: BHLB), announced today that all four proposals were approved at its Annual Meeting of Shareholders on May 18, 2022, with 93% of eligible outstanding shares represented at the meeting.

All twelve director nominees were elected to serve a one-year term, with each director receiving at least 95% of the shares voted. The directors are Chairperson David M. Brunelle, Baye Adofo-Wilson, Esq., Nina A. Charnley, John D. Davies, Dr. Mihir A. Desai, William H. Hughes III, Jeffrey W. Kip, Dr. Sylvia Maxfield, Berkshire CEO Nitin J. Mhatre, Laurie Norton Moffatt, Jonathan I. Shulman, and Michael A. Zaitzeff.

Shareholders further approved the following three proposals, with each of the proposals receiving at least 96% of the shares voted:

• An advisory vote to approve the Company's executive compensation

• The ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for fiscal year 2022

• The adoption of the Berkshire Hills Bancorp, Inc. 2022 Equity Incentive Plan

CEO Nitin Mhatre thanked the board members for their resolute commitment to strong governance. He also recognized the contributions of retiring director Rheo Brouillard and honored the outstanding service of former director Robert Curley, who passed away earlier this year.

With improved earnings generation and increased shareholder distributions, Berkshire’s share price grew strongly in 2021 and resulted in a 69% total shareholder return (TSR), nearly twice the return registered by the KBW Regional Bank Index (KRX) and more than three times higher than the return of the New York Stock Exchange Composite Index (NYA).

Mr. Mhatre reported on the steady progress that Berkshire is making under its BEST strategic transformation plan. He noted the improvement in return on equity, which more than doubled year-over-year in 2021. He also noted the Company’s success in reaching the top quartile in ESG ratings nationally among banks. Mr. Mhatre praised the entire organization collectively working towards Berkshire’s vision of becoming a high-performing, leading socially responsible community bank.

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 $12.1 billion in assets and operates 105 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.

CONTACTS

Investor Relations Contacts:

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

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

Media Contact:

Gary Levante, SVP, Corporate Responsibility & CommunicationsEmail: glevante@berkshirebank.com

Tel: (413) 447-1737

XML

Document and Entity Information	May 18, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 18, 2022
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