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 10, 2012

BERKSHIRE HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-51584	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):

¨ 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))

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 10, 2012, the 2012 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 “2012 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 30, 2012. The final results of the shareholder votes are as follows:

Proposal 1 – Election of Directors

The shareholders elected each director nominated to serve for a term of three years.

			Broker
	For	Withheld	Non-Votes
Lawrence A. Bossidy	16,179,392	732,418	2,075,946
Robert M. Curley	16,194,086	717,724	2,075,946
Barton D. Raser	16,530,112	381,698	2,075,946
D. Jeffrey Templeton	16,538,545	372,265	2,075,946

Proposal 2 – An advisory, non-binding resolution to approve 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	14,932,291
Against	774,909
Abstain	1,204
Broker non-votes	2,078,949

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 the year ending December 31, 2012.

For	18,714,807
Against	198,217
Abstain	74,732

Item 8.01 Other Events

The Company made a presentation at its 2012 Annual Meeting of Stockholders. A copy of the presentation as presented at the 2012 Annual Meeting of Stockholders is attached as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed "filed" for any purpose.

The Company issued a news release in conjunction with its 2012 Annual Meeting of Stockholders. A copy of the news release 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.

(c) Shell Company Transactions. Not applicable.

(d) Exhibits.

Exhibit No.	Description
99.1	Slide presentation made at the Company's 2012 Annual Meeting of Stockholders on May 10, 2012.
99.2	News Release issued in conjunction with the Company’s 2012 Annual Meeting of Stockholders on May 11, 2012.

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 11, 2012	By:	/s/ Kevin P. Riley
		Kevin P. Riley
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Slide presentation made at the Company's 2012 Annual Meeting of Stockholders on May 10, 2012.
99.2	News Release issued in conjunction with the Company’s 2012 Annual Meeting of Stockholders on May 10, 2012.

EX-99.1

BERKSHIRE HILLS BANCORP - BHLB www.berkshirebank.com America’s Most Exciting Bank sm 2012 Annual Shareholders Meeting Crowne Plaza Hotel One West Street Pittsfield, Massachusetts May 10, 2012 10:00 AM (ET)

BERKSHIRE HILLS BANCORP - BHLB www.berkshirebank.com America’s Most Exciting Bank sm This presentation may contain forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements, including factors discussed in “Forward-Looking Statements”in the Company’s 2011 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at the Securities and Exchange Commission’s internet website (www.sec.gov) and to which reference is hereby made. Except as required by law, the Companyassumes no obligation to update any forward-looking statements, and undue reliance should not be placed on these statements. Non-GAAP Financial Measures. This presentation references non-GAAP financial measures including core earnings and ROA excluding merger and other non- recurring costs which totaled $0.58 per share after tax in 2011.These measures are commonly used by investors in evaluating business combinations and financial condition. GAAP earnings are lower than core earnings primarilydue to non- recurring merger related expenses. Reconciliations are in earnings releases at www.berkshirebank.com. Forward Looking Statements

BERKSHIRE HILLS BANCORP - BHLB www.berkshirebank.com America’s Most Exciting Bank sm 2011 Financial Highlights Core EPS -$1.56 53% increase in core earnings per share 38% net interest income growth 13% fee income growth 6% organic commercial loan growth 10% organic deposit growth Wealth Management almost $1 billion Insurance

BERKSHIRE HILLS BANCORP - BHLB www.berkshirebank.com America’s Most Exciting Bank sm 2011 Financial Highlights 3.57% net interest margin, increased from 3.28% in the prior year 0.65% non-performing assets/total assets 0.93% core ROA run rate in Q4 including bank acquisitions; 0.85% GAAP ROA 59% efficiency ratio run rate in Q4 including bank acquisitions

BERKSHIRE HILLS BANCORP - BHLB www.berkshirebank.com America’s Most Exciting Bank sm 2011 Highlights Recruited a prominent commercial lending team in central/eastern MA Recruited strong new executive and senior level talent Opened a new commercial lending office in Westborough, MA Opened two de novo branches in strategically important New York Albany region Total branches now 68 with CBT, compared to 42 at start of 2011 Closed and integrated two banks: Rome and Legacy Announced bank merger agreement with CBT Continued employee integration through AMEB University

BERKSHIRE HILLS BANCORP - BHLB www.berkshirebank.com America’s Most Exciting Bank sm 2011 Stock Results 3.5% total stock return 3%+ dividend yield 6% increase in quarterly dividend to $0.17 per share in November 100% BUY ratings from four analysts covering stock $25+ current target price $500 million market cap

BERKSHIRE HILLS BANCORP - BHLB www.berkshirebank.com America’s Most Exciting Bank sm Our Financial Goals Return on assets > 1% Return on equity > 10% Net interest margin > 3.50% Efficiency ratio < 55% $2.00 + EPS

BERKSHIRE HILLS BANCORP - BHLB www.berkshirebank.com America’s Most Exciting Bank sm Bullish Prospects Clean balance sheet and improving asset metrics Strong capital and liquidity Positioned to take advantage of stronger economy and higher interest rates Talented and focused management team Strong market position in attractive markets Currently improving profitability based on revenue growth and pricing and expense disciplines

If you have any questions, please contact: David Gonci Investor Relations Officer (413) 281-1973 dgonci@berkshirebank.com Committed to the RIGHT core values: Respect Integrity Guts Having Fun Teamwork

EX-99.2

Berkshire Hills Recaps 2011 Highlights at Annual Meeting; All Proposals Approved by Shareholders

Pittsfield, MA – May 11, 2012 – Berkshire Hills Bancorp, Inc. (NASDAQ: BHLB) held its annual meeting of shareholders on May 10, in Pittsfield, Massachusetts.

President and CEO Michael P. Daly summarized Berkshire’s accomplishments in 2011. They included strong organic growth, together with the acquisitions of Rome Bancorp and Legacy Bancorp. The year’s initiatives produced improved profitability and resulted in a 53% increase in core earnings per share. Berkshire’s 2011 stock returns exceeded comparative market and industry indices, and the quarterly cash dividend was increased by 6%, providing a yield exceeding 3%. Mr. Daly recapped Berkshire’s financial goals, including additional growth exceeding 20% in core earnings per share in 2012. He 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 were:

· The election of four existing directors to new three year terms: Lawrence A. Bossidy, Robert M. Curley, Barton D. Raser , and D. Jeffrey Templeton

· 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 2012

BACKGROUND

Berkshire Hills Bancorp is the parent of Berkshire Bank - America's Most Exciting Bank(SM). Including the recently acquired operations of CBT, Berkshire has $4.3 billion in assets and 68 full service branch offices in Massachusetts, New York, Connecticut, and Vermont providing personal and business banking, insurance, and wealth management services. Berkshire Bank provides 100% deposit insurance protection for all deposit accounts, regardless of amount, based on a combination of FDIC insurance and the Depositors Insurance Fund (DIF). For more information, visit www.berkshirebank.com or call 800-773-5601.

BHLB - Berkshire Hills Bancorp Page 1 www.berkshirebank.com

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 made in this document.

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CONTACTS

Investor Relations Contact

David Gonci

Investor Relations Officer

413-281-1973

Media Contact

Lori Gazzillo

AVP, Community Relations

413-822-1695

BHLB - Berkshire Hills Bancorp Page 2 www.berkshirebank.com