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): December 16, 2021
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 | The 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On December 16, 2021, the Board of Directors of Berkshire Hills Bancorp, Inc. appointed Nina A. Charnley to the Board of Directors of the Company, effective immediately. The Board of Directors also appointed Ms. Charnley to the Compensation, Compliance & Regulatory and Corporate Responsibility & Culture Committees of the Board of Directors. Ms. Charnley will be considered an independent director. Ms. Charnley was also appointed to the Board of Directors of Berkshire Bank.
Ms. Charnley, age 66 was Senior Managing Director, Enterprise Customer Experience Executive at TIAA, a Fortune 100 financial services company with over $1 trillion in assets under management and five million customers. In that role, she was a member of the Executive Leadership Group, the Digital Transformation Team and Chaired the Customer Experience Board. During her time at TIAA, Ms. Charnley led the strategy, development and execution of a significant portfolio of technology projects launching the company’s mobile app and a digital bank, building digital capabilities enabling employees and customers. Prior to joining TIAA, Ms. Charnley spent the majority of her career as an executive at Bank of America and its predecessor companies where she managed a diverse portfolio of both national and regional businesses including a de novo sustainable energy lending program and created the strategy, infrastructure, template and accountabilities matrix for Bank of America’s Diversity and Inclusion program.
In addition to her current advisory board roles with the Women’s Business League and Budget Buddies, Ms. Charnley has decades of board service including committee chairs for Strong Women Strong Girls, The RI Children’s Museum, and Rhode Island Hospital/Lifespan. Ms. Charnley holds a bachelor’s degree from the University of California and currently resides in Boston Massachusetts.
There were no arrangements or understandings between Ms. Charnley and any other person pursuant to which Ms. Charnley was selected as a director. Ms. Charnley is not a party to any transaction with the Company or Berkshire Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.
A news release containing additional information is included herewith as Exhibit 99.1.
| 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 | ex99-1_8k121621.htm<br><br> <br>News release dated<br> December 21, 2021 | |
| 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: December 21, 2021 | By: | /s/ Wm. Gordon Prescott |
| Wm. Gordon Prescott<br><br> <br>Executive Vice President and General Counsel |
EXHIBIT 99.1
Berkshire Hills Appoints Nina A. Charnley As New Independent Director
Adds Digital, Financial & Risk Expertise to Strengthen Transformation
BOSTON– December 21, 2021 -- Berkshire Hills Bancorp, Inc. (NYSE: BHLB), the parent company of Berkshire Bank, a socially responsible community-dedicated bank with branch locations in New England and New York, announced the election of Nina A. Charnley to the Board of Directors of the Company and its wholly-owned subsidiary Berkshire Bank effective December 16, 2021. Ms. Charnley has deep financial acumen and broad experience across diverse and regulated industries which will further enhance the Board’s expertise in support of Berkshire’s Exciting Strategic Transformation (BEST). Upon her election Ms. Charnley was appointed to the Compensation, Compliance & Regulatory and Corporate Responsibility & Culture committees of the Board.
“We are pleased to welcome Nina to our Board of Directors,” said Chairperson David M. Brunelle. “Nina brings tremendous experience with her background in digital transformation, customer experience, financial and risk management which will provide valuable perspectives to our Compensation, Compliance & Regulatory and Corporate Responsibility & Culture Committees.”
“Nina’s three decades of work for Fortune 100 financial services companies will further advance the Board’s governance and oversight of our BEST plan to enhance financial performance and customer experience. I look forward to working with Nina to support our vision of being the leading socially responsible community bank in New England and beyond.” added Berkshire Bank CEO Nitin Mhatre.
Nina Charnley
Ms. Charnley, age 66 was Senior Managing Director, Enterprise Customer Experience Executive at TIAA, a Fortune 100 financial services company with over $1 trillion in assets under management and five million customers. In that role, she was a member of the Executive Leadership Group, the Digital Transformation Team and Chaired the Customer Experience Board. During her time at TIAA, Ms. Charnley led the strategy, development and execution of a significant portfolio of technology projects launching the company’s mobile app and a digital bank, building digital capabilities enabling employees and customers. Prior to joining TIAA, Ms. Charnley spent the majority of her career as an executive at Bank of America and its predecessor companies where she managed a diverse portfolio of both national and regional businesses including a de novo sustainable energy lending program and created the strategy, infrastructure, template and accountabilities matrix for Bank of America’s Diversity and Inclusion program.
In addition to her current advisory board roles with the Women’s Business League and Budget Buddies, Ms. Charnley has decades of board service including committee chairs for Strong Women Strong Girls, The RI Children’s Museum, and Rhode Island Hospital/Lifespan. Charnley holds a bachelor’s degree from the University of California and currently resides in Boston Massachusetts. Ms. Charnley will serve as an independent director.
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 $11.8 billion in assets and operates 106 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.
MEDIA CONTACT
Alison Skratt, Head of Communications
Email: communications@berkshirebank.com
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