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BHLB Berkshire Hills Bancorp

Filed: 21 May 21, 4:21pm

 

 

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 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)

 

¨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 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 5.07Submission of Matters to a Vote of Security Holders

 

On May 20, 2021, the 2021 Annual Meeting of Shareholders of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held as a virtual meeting, at www.virtualshareholdermeeting.com/BHLB2021, 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 9, 2021.

 

At the Annual Meeting, 46,225,529 shares of the Company’s common stock were present or represented by proxy, constituting a quorum of the 50,989,349 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. 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 of the Company for a term of one year. The results of the shareholder vote on Proposal 1 were as follows:

 

 ForWithheldBroker-Non Votes
Baye Adofo-Wilson39,275,246943,6876,006,596
Deborah P. Bailey39,838,985379,9486,006,596
Rheo A. Brouillard39,728,366490,5676,006,596
David M. Brunelle39,236,799982,1346,006,596
Robert M. Curley38,985,9941,232,9396,006,596
John B. Davies38,614,9541,603,9796,006,596
J. Williar Dunlaevy38,909,8161,309,1176,006,596
William H. Hughes III39,560,745658,1886,006,596
Sylvia Maxfield39,658,625560,3086,006,596
Nitin J. Mhatre39,742,499476,4346,006,596
Laurie Norton Moffatt39,314,402904,5316,006,596
Jonathan I. Shulman39,713,323505,6106,006,596
Michael A. Zaitzeff39,784,265434,6686,006,596

 

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

 

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:

 

ForAgainstAbstainBroker-Non Votes
38,875,7751,153,193189,9656,006,596

  

 

 

 

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 2021. The results of the shareholder vote on Proposal 3 were as follows:

 

ForAgainstAbstain
45,818,434366,94940,146

 

Item 8.01Other Events

 

On May 21, 2021, 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 9.01Financial 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 dated May 21, 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:  May 21, 2021By:/s/ Wm. Gordon Prescott
  Wm. Gordon Prescott
  Executive Vice President and
  General Counsel