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 16, 2024

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 5.07   Submission of Matters to a Vote of Security Holders

On May 16, 2024, the 2024 Annual Meeting of Shareholders of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held at Berkshire Bank, 99 North Street, Pittsfield, Massachusetts, 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 5, 2024.

At the Annual Meeting, 39,489,162 shares of the Company’s common stock were present or represented by proxy, constituting a quorum of the 43,463,525 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. The Company invited questions from shareholders and none were forthcoming. There was no other business transacted at the Annual Meeting. In the meeting, the Company’s Chief Executive Officer, Nitin Mhatre, commented on the Company’s recent results and ongoing momentum, and recognized the service of its Board of Directors and the hard work of its employees in servicing its customers and communities.

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
David M. Brunelle
33,732,971
  
969,453
  
4,786,738
Mary Anne Callahan
34,332,532
  
369,892
  
4,786,738
Nina A. Charnley
34,472,246
  
230,178
  
4,786,738
Mihir A. Desai
34,149,930
  
552,494
  
4,786,738
William H. Hughes III
33,938,361
  
764,063
  
4,786,738
Jeffrey W. Kip
33,855,411
  
847,013
  
4,786,738
Sylvia Maxfield
34,082,667
  
619,757
  
4,786,738
Nitin J. Mhatre
34,388,213
  
314,211
  
4,786,738
Laurie Norton Moffatt
33,685,968
  
1,016,456
  
4,786,738
Karyn Polito
34,400,812
  
301,612
  
4,786,738
Eric S. Rosengren
34,471,851
  
230,573
  
4,786,738

Proposal 2 – An advisory vote on the Company’s executive compensation practices

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
33,247,339
  
1,315,857
  
139,228
  
4,786,738


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 2024. The results of the shareholder vote on Proposal 3 were as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
38,844,294
  
581,350
  
63,518
  
0

Item 8.01   Other Events

On May 17, 2024, 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

     
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 17, 2024
By:  
 /s/ Wm. Gordon Prescott
   
Wm. Gordon Prescott
Senior Executive Vice President, General Counsel and Corporate Secretary