Berkshire Hills Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$BHLB
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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 21, 2025
(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 5.07 Submission of Matters to a Vote of Security Holders
On May 21, 2025, the 2025 Annual Meeting of Stockholders of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held as a virtual
meeting at 10:00 a.m., Eastern time (the “Annual Meeting”). The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Joint Proxy
Statement/Prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to SEC Rule 424(b)(3) on April 8, 2025.
At the Annual Meeting, 41,438,641 shares of the Company’s common stock were present or represented by proxy, constituting a quorum of the
46,378,257 outstanding shares eligible to vote for the transaction of business. All proposals were approved and the final results of the stockholder votes are shown below. There was no other business transacted at the Annual Meeting.
Proposal 1 – Approval of the issuance of Berkshire common stock to holders of Brookline Bancorp, Inc. (“Brookline”) common stock
pursuant to the Agreement and Plan of Merger, dated as of December 16, 2024, by and among Berkshire Hills Bancorp, Inc., Commerce Acquisition Sub, Inc., and Brookline Bancorp, Inc. pursuant to which Commerce Acquisition Sub, Inc. will merge with
and into Brookline (the “Merger”), with Brookline surviving the Merger, immediately followed by the merger of Brookline with and into Berkshire (the “Holdco Merger”), with Berkshire surviving the Holdco Merger.
The stockholders approved the issuance of Berkshire common stock to holders of Brookline Bancorp, Inc. The results of the stockholder vote
on Proposal 1 were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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593,278
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66,409
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4,872,735
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Proposal 2 – Approval of an amendment to Berkshire’s Certificate of Incorporation to increase the number of authorized shares of common
stock of the surviving corporation.
The stockholders approved the amendment to Berkshire’s Certificate of Incorporation to increase the number of authorized shares of common
stock of the surviving corporation. The results of the stockholder vote on Proposal 2 were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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35,611,170
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887,798
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66,938
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4,872,735
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Proposal 3 – Approval of the Berkshire Hills Bancorp, Inc. 2025 Stock Option and Incentive Plan.
The stockholders approved the Berkshire Hills Bancorp, Inc. 2025 Stock Option and Incentive Plan. The results of the stockholder vote on
Proposal 3 were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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34,172,859
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2,347,748
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45,299
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4,872,735
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Proposal 4 – Election of Directors.
The stockholders elected each nominee to serve as a director of the Company for a term of one year. The results of the stockholder vote on
Proposal 4 were as follows:
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For
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Withheld
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Broker Non-Votes
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David M. Brunelle
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35,812,803
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753,103
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4,872,735
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Mary Anne Callahan
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36,147,117
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418,789
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4,872,735
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Nina A. Charnley
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36,176,975
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388,931
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4,872,735
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Mihir A. Desai
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36,106,558
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459,348
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4,872,735
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William H. Hughes III
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35,824,302
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741,604
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4,872,735
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Sylvia Maxfield
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35,786,535
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779,371
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4,872,735
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Nitin J. Mhatre
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36,021,019
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544,887
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4,872,735
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Karyn Polito
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36,133,386
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432,520
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4,872,735
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Eric S. Rosengren
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36,177,578
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388,328
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4,872,735
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Proposal 5 – An advisory vote on the Company’s executive compensation practices.
The stockholders gave advisory approval of the compensation of the Company’s named executive officers as disclosed in the Joint Proxy
Statement/Prospectus. The results of the stockholder vote on Proposal 5 were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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35,579,920
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883,027
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102,959
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4,872,735
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Proposal 6 – Ratification of the appointment of the Company’s Independent Registered Public Accounting Firm for fiscal year 2025.
The stockholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
The results of the stockholder vote on Proposal 6 were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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40,931,017
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350,738
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156,886
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—
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Proposal 7 – Adjournment of the Berkshire Annual Meeting to a later date or dates, if necessary, to permit further solicitation of
proxies if there are not sufficient votes at the time of the annual meeting to approve the Berkshire Share Issuance Proposal, the Berkshire Certificate of Incorporation Amendment Proposal or the Berkshire Equity Plan Proposal.
The stockholders approved the adjournment of the Berkshire Annual Meeting to a later date or dates. The results of the stockholder vote on
Proposal 7 were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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40,242,701
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1,150,322
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45,618
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—
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Although the adjournment proposal was approved, the adjournment of the Annual Meeting was not necessary because the Company’s stockholders
approved Proposals 1, 2 and 3.
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.
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Exhibit No. Description
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.
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BERKSHIRE HILLS BANCORP, INC.
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DATE: May 22, 2025
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By:
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/s/ Wm. Gordon Prescott |
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Wm. Gordon Prescott
Senior Executive Vice President, General Counsel and Corporate Secretary
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