Brookline Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 21, 2025, Brookline Bancorp, Inc. (“Brookline”), held a special meeting of its stockholders (the “Brookline Special Meeting”) virtually via live webcast, to consider and vote upon (i) a proposal to adopt the Agreement and Plan of Merger, dated as of December 16, 2024, by and among Berkshire Hills Bancorp, Inc. (“Berkshire”), Commerce Acquisition Sub, Inc. and Brookline (the “Merger Agreement”), pursuant to which Commerce Acquisition Sub, Inc. will merge with and into Brookline (the “Merger”), with Brookline surviving the Merger, and, immediately following the Merger, Brookline will merge with and into Berkshire (the “Holdco Merger”), with Berkshire surviving the Holdco Merger (together with the Merger, the “Mergers”) (the “Brookline Merger Proposal”), (ii) a proposal to approve, on a non-binding advisory basis, the compensation that may become payable to the named executive officers of Brookline in connection with the Mergers (the “Brookline Merger-Related Compensation Proposal”), and (iii) a proposal to adjourn the Brookline Special 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 special meeting to approve the Brookline Merger Proposal (the “Brookline Adjournment Proposal”). As described further below, the Brookline Merger Proposal was approved, and as a result, the Brookline Adjournment Proposal was not considered or voted upon at the Brookline Special Meeting. The non-binding advisory Brookline Merger-Related Compensation Proposal was not approved. Approval of the Brookline Merger-Related Compensation Proposal is not required to complete the Mergers. The following are the voting results of the Special Meeting.
On March 26, 2025, the record date for the Brookline Special Meeting, there were 89,960,465 shares of Brookline common stock issued, outstanding and entitled to vote at the Brookline Special Meeting. Stockholders holding 65,314,597 shares of Brookline common stock were present at the Brookline Special Meeting, in person or represented by proxy, constituting a quorum.
1. Approval of the Brookline Merger Proposal.
| For | Against | Abstain | Broker Non-Votes |
| 64,082,857 | 820,402 | 411,338 | — |
2. Approval of the Brookline Merger-Related Compensation Proposal
| For | Against | Abstain | Broker Non-Votes |
| 25,069,153 | 40,131,555 | 113,889 | — |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 22, 2025 | BROOKLINE BANCORP, INC. | |
| By: | /s/ Marissa S. Martin | |
| Marissa S. Martin | ||
| General Counsel | ||