8-K
Beacon Financial Corp (BBT)
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 18, 2022
BERKSHIRE HILLS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-15781 | 04-3510455 |
|---|---|---|
| (State or Other Jurisdiction)<br><br> <br>of Incorporation) | (Commission File No.) | (I.R.S. Employer<br><br> <br>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 5.07
Submission of Matters to a Vote of Security Holders
On May 18, 2022, the 2022 Annual Meeting of Shareholders of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held as a virtual meeting, at www.virtualshareholdermeeting.com/BHLB2022, 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 8, 2022.
At the Annual Meeting, 44,376,773 shares of the Company’s common stock were present or represented by proxy, constituting a quorum of the 47,859,734 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:
| For | Withheld | Broker Non-Votes | |
|---|---|---|---|
| Baye Adofo-Wilson | 38,392,744 | 505,634 | 5,478,395 |
| David M. Brunelle | 37,422,757 | 1,475,621 | 5,478,395 |
| Nina A. Charnley | 38,634,344 | 264,034 | 5,478,395 |
| John B. Davies | 37,007,592 | 1,890,786 | 5,478,395 |
| Mihir A. Desai | 38,588,644 | 309,734 | 5,478,395 |
| William H. Hughes III | 38,515,085 | 383,293 | 5,478,395 |
| Jeffrey W. Kip | 38,608,914 | 289,464 | 5,478,395 |
| Sylvia Maxfield | 37,440,358 | 1,458,020 | 5,478,395 |
| Nitin J. Mhatre | 38,552,393 | 345,985 | 5,478,395 |
| Laurie Norton Moffatt | 37,365,053 | 1,533,325 | 5,478,395 |
| Jonathan I. Shulman | 38,511,886 | 386,492 | 5,478,395 |
| Michael A. Zaitzeff | 38,452,382 | 445,996 | 5,478,395 |
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:
| For | Against | Abstain | Broker-Non Votes |
|---|---|---|---|
| 37,827,919 | 906,537 | 163,922 | 5,478,395 |
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 2022. The results of the shareholder vote on Proposal 3 were as follows:
| For | Against | Abstain |
|---|---|---|
| 44,100,051 | 238,520 | 38,202 |
Proposal 4 – Proposal to approve the Berkshire Hills Bancorp, Inc. 2022 Equity Incentive Plan
The shareholders approved the Berkshire Hills Bancorp, Inc. 2022 Equity Incentive Plan. The results of the shareholder vote on Proposal 4 were as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 37,463,858 | 1,248,241 | 186,279 | 5,478,395 |
Item 8.01 Other Events
On May 20, 2022, 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 9.01 Financial 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 20, 2022 |
|---|---|
| 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 20, 2022 | By: | /s/ Wm. Gordon Prescott |
| Wm. Gordon Prescott<br><br> <br>Executive Vice President and<br><br> <br>General Counsel |
EXHIBIT 99.1
Berkshire Hills Announces Results of Annual Meeting
All Proposals Approved by Shareholders; Company Recaps 2021 Highlights
BOSTON, May 20, 2022 -- Berkshire Hills Bancorp, Inc. (NYSE: BHLB), announced today that all four proposals were approved at its Annual Meeting of Shareholders on May 18, 2022, with 93% of eligible outstanding shares represented at the meeting.
All twelve director nominees were elected to serve a one-year term, with each director receiving at least 95% of the shares voted. The directors are Chairperson David M. Brunelle, Baye Adofo-Wilson, Esq., Nina A. Charnley, John D. Davies, Dr. Mihir A. Desai, William H. Hughes III, Jeffrey W. Kip, Dr. Sylvia Maxfield, Berkshire CEO Nitin J. Mhatre, Laurie Norton Moffatt, Jonathan I. Shulman, and Michael A. Zaitzeff.
Shareholders further approved the following three proposals, with each of the proposals receiving at least 96% of the shares voted:
| • | An advisory vote to approve the Company's executive compensation |
|---|---|
| • | The ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for fiscal year 2022 |
| --- | --- |
| • | The adoption of the Berkshire Hills Bancorp, Inc. 2022 Equity Incentive Plan |
| --- | --- |
CEO Nitin Mhatre thanked the board members for their resolute commitment to strong governance. He also recognized the contributions of retiring director Rheo Brouillard and honored the outstanding service of former director Robert Curley, who passed away earlier this year.
With improved earnings generation and increased shareholder distributions, Berkshire’s share price grew strongly in 2021 and resulted in a 69% total shareholder return (TSR), nearly twice the return registered by the KBW Regional Bank Index (KRX) and more than three times higher than the return of the New York Stock Exchange Composite Index (NYA).
Mr. Mhatre reported on the steady progress that Berkshire is making under its BEST strategic transformation plan. He noted the improvement in return on equity, which more than doubled year-over-year in 2021. He also noted the Company’s success in reaching the top quartile in ESG ratings nationally among banks. Mr. Mhatre praised the entire organization collectively working towards Berkshire’s vision of becoming a high-performing, leading socially responsible community bank.
ABOUT BERKSHIRE HILLS BANCORP
Berkshire Hills Bancorp is the parent of Berkshire Bank, which is transforming what it means to bank its neighbors socially, humanly, and digitally to empower the financial potential of people, families, and businesses in its communities as it pursues its vision of being the leading socially responsible omni-channel community bank in the markets it serves. Berkshire Bank provides business and consumer banking, mortgage, wealth management, and investment services.
Headquartered in Boston, Berkshire has approximately $12.1 billion in assets and operates 105 branch offices in New England and New York, and is a member of the Bloomberg Gender-Equality Index. To learn more, call 800-773-5601 or follow us on Facebook, Twitter, Instagram, and LinkedIn.
CONTACTS
Investor Relations Contacts:
Kevin Conn, SVP, Investor Relations & Corporate Development
Email: KAConn@berkshirebank.com
Tel: \(617\) 641-9206
David Gonci, Capital Markets Director
Email: dgonci@berkshirebank.com
Tel: \(413\) 281-1973
Media Contact:
Gary Levante, SVP, Corporate Responsibility & Communications
Email: glevante@berkshirebank.com
Tel: (413) 447-1737