Berkshire Hills Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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 16, 2024

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (800) 773-5601, ext. 133773

(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):

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. ☐

On May 16, 2024, the 2024 Annual Meeting of Shareholders of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held at Berkshire Bank, 99 North Street, Pittsfield, Massachusetts, 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 5, 2024.

At the Annual Meeting, 39,489,162 shares of the Company’s common stock were present or represented by proxy, constituting a quorum of the 43,463,525 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. The Company invited questions from shareholders and none were forthcoming. There was no other business transacted at the Annual Meeting. In the meeting, the Company’s Chief Executive Officer, Nitin Mhatre, commented on the Company’s recent results and ongoing momentum, and recognized the service of its Board of Directors and the hard work of its employees in servicing its customers and communities.

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:

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:

The shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The results of the shareholder vote on Proposal 3 were as follows:

On May 17, 2024, 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.

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

(b)	Pro Forma Financial Information.  Not applicable.

(c)	Shell Company Transactions.  Not applicable.

(d)

Exhibits.

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.