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 5, 2016

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 5, 2016, the 2016 Annual Meeting of Shareholders of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held at The Crowne Plaza Hotel, One West Street, Pittsfield, Massachusetts at 10:00 a.m., local time (the “2016 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 March 24, 2016. The Company’s Board of Directors unanimously recommended a vote “FOR” all proposals.

As of the close of business of March 10, 2016, the record date for the Annual Meeting, there were a total of 31,037,867 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 nominee to serve as a director for a term of three years.

	For	Withheld	Broker-Non Votes
John B. Davies	22,263,543	768,309	4,355,409
Rodney C. Dimock	21,731,964	1,299,888	4,355,409
Laurie Norton Moffatt	22,512,164	519,688	4,355,409
J. Williar Dunlaevy	22,502,730	529,122	4,355,409
Patrick J. Sheehan	22,572,966	458,886	4,355,409

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
14,964,111		7,339,292		728,449		4,355,409

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 2016.

For		Against		Abstain
27,060,863		313,626		12,772

Item 8.01 Other Events

On May 6, 2016, the Company issued a news release announcing the results of the 2016 Annual Meeting of Shareholders. A copy of the news release is attached as Exhibit 99.1 to this report.

On May 5, 2016, the Company shared a presentation at the 2016 Annual Meeting of Shareholders. A copy of the presentation is attached as Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(d) Exhibits.

Exhibit No.		Description

99.1		News release dated May 6, 2016

99.2		Presentation dated May 5, 2016

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 6, 2016	By:	/s/ Wm. Gordon Prescott
		Wm. Gordon Prescott
		Senior Vice President and General Counsel

Exhibit 99.1

Berkshire Hills Recaps 2015 Highlights at Annual Meeting; All Proposals Approved by Shareholders

Pittsfield, MA — May 6, 2016 — Berkshire Hills Bancorp, Inc. (NYSE: BHLB) held its annual meeting of shareholders on May 5, in Pittsfield, Massachusetts.

President and CEO Michael P. Daly summarized Berkshire’s accomplishments in 2015. They included strong earnings growth and profitability improvement, along with the acquisitions of Hampden Bank and Firestone Financial. The year’s initiatives resulted in 47% earnings growth. Berkshire’s 2015 total stock return exceeded 12%, and the annual cash dividend was increased by 6%, providing a 3% yield. Mr. Daly concluded with a summary of the promising prospects for Berkshire’s further growth and development.

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

· The election of one new and four existing directors to new three year terms: Patrick J. Sheehan; John B. Davies; Rodney C. Dimock; Laurie Norton Moffatt; J. Williar Dunlaevy

· 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 2016

BACKGROUND

Berkshire Hills Bancorp is the parent of Berkshire Bank — America’s Most Exciting Bank®. The Company has over $7.8 billion in assets and 93 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 contains 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; Executive Vice President, Investor Relations Officer; 413-236-3149

Media Contact

Elizabeth Mach; First Vice President, Marketing Officer; 413-445-8390

Exhibit 99.2

BHLB Annual Shareholders Meeting May 5, 2016 Life is exciting. Let us help.

Forward Looking Statements. This document contains certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements include statements about anticipated financial results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "estimate," and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may.“ 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 made in this document. NON-GAAP FINANCIAL MEASURES. This presentation references non-GAAP financial measures incorporating tangible equity and related measures, and core earnings excluding merger and other non-recurring costs. These measures are commonly used by investors in evaluating business combinations and financial condition. GAAP earnings are lower than core earnings primarily due to non-recurring merger and systems conversion related expenses. www.berkshirebank.com. Reconciliations are in earnings releases at Life is exciting. Let us help.

Who We Are • • • • • • Assets: $7.8 billion Loans: $5.7 billion Revenue: $268 million Deposits: $5.6 billion AUM: $1.5 billion Branches: 93 plus lending offices Footprint: New England • • • • and New York Shareholders’ Equity: $887 million Market Capitalization: $902 million NYSE: BHLB Life is exciting. Let us help.

2015 Accomplishments Closed and integrated Hampden Bancorp, Inc. Announced, closed and integrated Firestone Financial Corp., a commercial specialty lending company Announced agreement to acquire 44 Business Capital, a market leading provider and facilitator of SBA guaranteed loans Consolidated 7 branches while maintaining important relationships and deposits Recruited new talent in commercial lending, private banking, wealth management, business banking and insurance Strengthened leadership team through reorganization Invested in our communities 40,000+ hours of volunteer service $1.8 million in community grants through our foundation Military and Veterans’ personal and business services commitment Life is exciting. Let us help.

2015 Financial Highlights • Core EPS - $2.09; GAAP EPS - $1.73 – 16% core EPS growth – 13% core revenue growth Double digit loan and deposit growth – 22% total loan growth: 29% commercial loan growth – 20% total deposit growth Efficiency ratio – 61.3% Significant improvements to ROA and ROE • • • Life is exciting. Let us help.

Shareholder Results • • 12% total shareholder return 6% dividend increase to $0.76(annual) in 1Q15 – 5% dividend increase to $0.80(annual) in 1Q16 2.7% dividend yield 4% increase in tangible book value – TBV/share: $17.84 2% increase in book value – BV/share: $28.64 • • • Life is exciting. Let us help.

Our Financial Goals and Objectives Life is exciting. Let us help. Positive operating leverage Loan growth Expense management Process improvement Competitive dividend Drive profitability Return on assets > 1.00% Return on equity > 10% Return on tangible equity >15% Efficiency ratio < 60%

The Power of Investment • • • Culture Vision Footprint Life is exciting. Let us help.