Berkshire Hills Bancorp Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$BHLB
Banks
Finance
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 14, 2024
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction)
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Berkshire Hills Bancorp, Inc. (the “Company”) and Berkshire Bank (the “Bank”) announced today that R. David Rosato, Chief Financial
Officer of the Company and the Bank, has decided to step down to pursue other interests. Mr. Rosato will remain with the company through June 14, 2024, as the Company transitions his responsibilities to Brett Brbovic.
The Company and Berkshire Bank have appointed Brett Brbovic, age 43, as Executive Vice President and Chief Financial Officer,
effective June 14, 2024. Mr. Brbovic will also continue to serve as the Company’s Chief Accounting Officer. Mr. Brbovic joined the Company from KPMG LLP in 2012 and has served as Chief Accounting Officer since 2015. He has previously served as
Interim Chief Financial Officer, from October 7, 2022, to February 6, 2023. There are no transactions requiring disclosure pursuant to Item 404 of Regulation S-K.
In his new role as CFO, Mr. Brbovic’s annual base salary will be $325,000 and he will participate in the Berkshire Bank Enhanced
Change in Control Severance Plan, which provides that upon an involuntary termination for a reason other than for cause, death or disability, or upon a voluntary termination for good reason in connection with or following a change in control of the
Company or the Bank, the executive would be entitled to: (i) a cash severance payment equal to one times base salary and cash incentive, plus the annual cash incentive pro-rated through the date of termination, and (ii) life insurance, non-taxable
medical and dental coverage substantially identical to the coverage maintained for the executive prior to termination of employment for 24 months following termination of employment, with the executive paying his share of the premiums. Severance
payments will be reduced to avoid liability under Section 280G of the Internal Revenue Code of 1986, as amended, if necessary. In addition, Mr. Brbovic will be eligible to participate in bonus programs and other benefit plans and arrangements
applicable to executive employees.
On May 14, 2024, the Company issued a press release announcing Mr. Rosato’s stepping down and Mr. Brbovic’s promotion. That press release
is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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(a)
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Financial Statements of Businesses Acquired. Not applicable.
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(b)
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Pro Forma Financial Information. Not applicable.
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(c)
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Shell Company Transactions. Not applicable.
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(d)
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Exhibits. None.
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Exhibit No.
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Description
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104.1
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Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL
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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.
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Berkshire Hills Bancorp, Inc.
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DATE: May 14, 2024
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By:
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/s/ Nitin J. Mhatre
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Nitin J. Mhatre, President and CEO
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