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): August 20, 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)

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

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

On August 20, 2021, Chairperson of the Board J. Williar Dunlaevy informed the Boards of Directors of Berkshire Hills Bancorp, Inc. (the “Company”) and its wholly owned subsidiary Berkshire Bank that he will be retiring from the Boards of Directors, effective September 22, 2021.  In connection with this retirement, Vice Chairperson of the Board David M. Brunelle has been named Chairperson of the Board, also effective on September 22, 2021.

Also on August 20, 2021, the Board of Directors of Berkshire Hills Bancorp, Inc. appointed Jeffrey W. Kip to the Board of Directors of the Company, effective September 22, 2021.  The Board of Directors also appointed Mr. Kip to the Audit Committee and Compensation Committee of the Board of Directors. Mr. Kip was also appointed to the Board of Directors of Berkshire Bank.

Mr. Kip, age 53, is the Chief Executive Officer of Angi International, which provides Internet tools and resources for home improvement, maintenance, and repair projects.  Angi International is a subsidiary of IAC/InterActive Corp (NASDAQ: IAC), which owns and manages popular online brands and services.  Prior to his role as Chief Executive Officer, Mr. Kip was the Chief Financial Officer of IAC/InterActive Corp from 2012 to 2016. Mr. Kip’s previous positions include Chief Financial Officer of Panera Bread, LLC from 2006 to 2012. Mr. Kip will be considered an independent director, and the Board of Directors has determined that Mr. Kip will qualify as an Audit Committee Financial Expert under the rules of the Securities and Exchange Commission.

There were no arrangements or understandings between Mr. Kip and any other person pursuant to which Mr. Kip was selected as a director. Mr. Kip 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 August 25, 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: August 25, 2021	By:	/s/ Wm. Gordon Prescott
		Wm. Gordon Prescott Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

Berkshire Hills Announces Board Leadership Transition

David M. Brunelle to Succeed J. Williar ("Bill") Dunlaevy as Chairperson of the Board

Jeffrey W. Kip to Join Board as Independent Director & Financial Expert

BOSTON – August 25, 2021 – Berkshire Hills Bancorp, Inc. (NYSE:BHLB), announced today that Board Chairperson J. Williar ("Bill") Dunlaevy will retire from the joint Board of Directors of the company and its wholly-owned subsidiary Berkshire Bank effective September 22, 2021. As part of a pre-established succession plan, the Board has unanimously voted to appoint David M. Brunelle to succeed Mr. Dunlaevy as Chairperson, also effective on that date. Mr. Brunelle currently serves as Vice Chairperson of the Board and previously served as Chairperson of the Audit Committee after joining the Board in 2017. In addition, the Board has voted to elect Jeffrey W. Kip, Chief Executive Officer of Angi International, to the Board of Directors of BHLB and Berkshire Bank to fill the vacancy created by Mr. Dunlaevy’s retirement and has designated him as an Audit Committee Financial Expert. In addition to the Audit Committee, Mr. Kip has also been appointed to the Board’s Compensation Committee.

“It has been an honor to lead the Berkshire Hills Bancorp Board over the last two years, working closely with the Board and management team to improve our performance and affirm our commitment to purpose-driven, community-dedicated banking. With our new CEO and revitalized management team in place, the strength of our Board and our Berkshire’s Exciting Strategic Transformation (BEST) plan, the Company is well positioned for the future. As I retire from the Board, I have great confidence that Dave Brunelle will continue to bring valuable insights, high ethical standards and strong leadership that will help management achieve the BEST plan and deliver meaningful returns for our shareholders and resources for our communities,” said Dunlaevy.

“On behalf of the Board and the Company’s many stakeholders, I want to thank Bill for his longstanding commitment, service and dedication to Berkshire. In his ten years on the Board and past two as Chairperson, he has helped guide Berkshire through numerous strategic decisions always with a keen focus on fulfilling our mission and enhancing stakeholder value,” said Nitin J. Mhatre CEO of Berkshire. “As Bill retires from the Board, we are fortunate to have Dave step into the role of Chairperson. He understands our business, our culture, commitment to our communities and focus on improving financial performance through our Berkshire’s Exciting Strategic Transformation (BEST) plan. He is the ideal person to be leading the Board as we move purposefully forward.”

“I look forward to continuing to work with the Board and leadership team to execute on our BEST plan as we strive to  deliver improved financial performance and  best-in-class customer experience as the leading socially responsible community bank,” stated Mr. Brunelle. “I also want to thank Bill for his mentorship and extend a warm welcome to Jeff Kip as he joins the Board and brings his many years of financial acumen and senior executive experience.”

DAVID M. BRUNELLE

Mr. Brunelle, age 50, is Co-Founder and Managing Director of North Pointe Wealth Management in Worcester, Massachusetts. He has over 20 years of experience in financial services working with businesses, individuals, families and charitable foundations. Mr. Brunelle is a former Director of Commerce Bancshares Corp. and Commerce Bank & Trust Company and served on Commerce's audit and loan committees. He joined Berkshire’s Board in 2017 when Berkshire acquired Commerce.   He has also served as trustee or corporator for numerous non-profit entities in and around Worcester, including The Nativity School of Worcester, The Worcester Regional Research Bureau, The Worcester Educational Development Foundation, the UMass/Memorial Foundation, Becker College and the Greater Worcester Community Foundation. Mr. Brunelle holds a Bachelors degree from Colgate University.

JEFFREY W. KIP

Mr. Kip, age 53, is Chief Executive Officer of Angi International which provides internet tools and resources for home improvement, maintenance, and repair projects. Angi International is a subsidiary of IAC/InterActive Corp (NASDAQ: IAC), which owns and manages popular online brands and services.  Prior to his role as Chief Executive Officer, Mr. Kip was the Chief Financial Officer of IAC/InterActive Corp from 2012-2016. Mr. Kip’s previous positions include Chief Financial Officer of Panera Bread, LLC from 2006 – 2012. Mr. Kip will be considered an independent director, and the Board of Directors has determined that Mr. Kip will qualify as an Audit Committee Financial Expert under the rules of the Securities and Exchange Commission.

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. Headquartered in Boston, Berkshire has $12.3 billionin assets and operates 115 banking offices primarily in New England and New York.

FORWARD-LOOKING STATEMENTS

This document contains "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements from the use of the words "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and similar expressions. There are many factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire's most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC's website at www.sec.gov.

INVESTOR RELATIONS CONTACTS	MEDIA CONTACT
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	Gary Levante, SVP, Corporate Responsibility & CultureEmail:glevante@berkshirebank.comTel: (413) 447-1737

XML

Document and Entity Information	Aug. 20, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 20, 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