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 8, 2014

BERKSHIRE HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

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

24 North Street, Pittsfield, Massachusetts	01201
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (413) 443-5601

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):

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

On May 8, 2014, the 2014 Annual Meeting of Stockholders of Berkshire Hills Bancorp, Inc. (the “Company”) was held at The Crowne Plaza Hotel, One West Street, Pittsfield, Massachusetts 01201 at 10:00 a.m., local time (the “2014 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 1, 2014.

As of the close of business of March 13, 2014, the record date for the Annual Meeting, there were a total of 25,100,836 shares of Company common stock outstanding. The voting results for each proposal, including the votes “FOR” and “AGAINST” or “WITHHELD”, and any abstentions or broker non-votes, are described below. Abstentions and broker non-votes (if applicable) were counted for the purpose of determining whether a quorum was present but were not treated as votes cast. Therefore, abstentions and broker non-votes (if applicable) did not have the effect of a vote “FOR” or “AGAINST” any of the proposals presented at the Annual Meeting and were not counted in determining the number of votes required for approval of each proposal.

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 director nominated to serve for a term of three years.

	For	Withheld	Broker-Non Votes
Michael P. Daly	17,839,219	1,618,524	3,507,426
Susan M. Hill	17,940,606	1,517,137	3,507,426
Cornelius D. Mahoney	17,521,673	1,936,070	3,507,426
John W. Altmeyer	17,806,767	1,650,976	3,507,426

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

The shareholders approved the proposal regarding the compensation of the named executive officers as disclosed in the proxy statement as follows:

For	Against	Abstain	Broker-Non Votes
18,699,968	614,987	142,788	3,507,426

Proposal 3— Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders approved the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2014.

For	Against	Abstain
22,840,562	106,121	18,486

Item 8.01Other Events

On May 8, 2014, the Company issued a news release announcing the results of the 2014 Annual Meeting of Stockholders. A copy of the news release is attached as Exhibit 99.1 to this report.

Item 9.01Financial 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 announcing the results of the Company’s 2014 Annual Meeting of Stockholders dated May 8, 2014

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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.

	BERKSHIRE HILLS BANCORP, INC.
Date: May 9, 2014	By:	/s/ Michael P. Daly
		Michael P. Daly
		Chairman of the Board, President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

Berkshire Hills Recaps 2013 Highlights at Annual Meeting; All Proposals Approved by Shareholders

Company Release - 05/08/2014 16:15

PITTSFIELD, Mass., May 8, 2014 /PRNewswire/ — Berkshire Hills Bancorp, Inc. (NYSE: BHLB) held its annual meeting of shareholders on May 8, in Pittsfield, Massachusetts.

Chairman, President and CEO Michael P. Daly summarized Berkshire’s accomplishments in 2013.  They included strong loan growth and team recruitment, along with the acquisition of 20 branches in Central New York.  The year’s initiatives resulted in 24% earnings growth.  Berkshire’s 2013 total stock return exceeded 18%, and the annual cash dividend was increased by 4%, providing a 3% yield.  Mr. Daly concluded with a summary of the encouraging prospects for Berkshire’s further growth and development.

Shareholders approved all proposals which were presented at the meeting. These included:

·The election of four existing directors to new three year terms: Michael P. Daly; Susan M. Hill; Cornelius D. Mahoney; and John W. Altmeyer

·Approval of a non-binding proposal to give advisory approval of the Company’s executive compensation

·Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2014

BACKGROUND

Berkshire Hills Bancorp is the parent of Berkshire Bank — America’s Most Exciting Bank®. The Company has approximately $6.0 billion in assets and 90 full service branch offices in Massachusetts, New York, Connecticut, and Vermont providing personal and business banking, insurance, and wealth management services.

FORWARD LOOKING STATEMENTS

This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  There are several 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.  Berkshire does not undertake any obligation to update forward-looking statements.

CONTACTS

Investor Relations Contact

Allison O’Rourke; Vice President — Investor Relations; 413-236-3149

Media Contact

Ray Smith; Assistant Vice President — Marketing; 413-236-3756

Logo - http://photos.prnewswire.com/prnh/20120131/NE44966LOGO

SOURCE Berkshire Hills Bancorp