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): April 5, 2023
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On April 5, 2023, the Board of Directors of Berkshire Hills Bancorp, Inc. (the “Company”) appointed Eric S. Rosengren to the Board of Directors of the Company, effective immediately. The Board of Directors also appointed Mr. Rosengren to the Audit and Risk Management, Capital and Compliance Committees of the Board of Directors. Mr. Rosengren will be considered an independent director. Mr. Rosengren was also appointed to the Board of Directors of Berkshire Bank.
Mr. Rosengren, age 65, is Chief Executive Officer of Rosengren Consulting and a Visiting Scholar at the MIT Golub Center for Finance and Policy. He previously served as President and Chief Executive Officer of the Federal Reserve Bank of Boston from 2007 to his retirement in 2021. Mr. Rosengren joined the Federal Reserve Bank of Boston in 1985 and held various roles in the Research and Supervision, Regulation, and Credit Departments. Mr. Rosengren holds a Ph.D. and Masters from the University of Wisconsin and a Bachelors from Colby College where he also serves as a member of the Board of Trustees.
There were no arrangements or understandings between Mr. Rosengren and any other person pursuant to which Mr. Rosengren was selected as a director. Mr. Rosengren 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 | News release dated April 10, 2023 | |
| 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: April 10, 2023 | By: | /s/ Wm. Gordon Prescott |
| Wm. Gordon Prescott<br><br> <br>Senior Executive Vice President, General Counsel and Corporate Secretary |
EXHIBIT 99.1
Berkshire Hills Bancorp Appoints Former Federal Reserve Bank of Boston President and CEO Eric Rosengren as New Independent Director
BOSTON – April 10, 2023 – Berkshire Hills Bancorp, Inc. (NYSE: BHLB), the parent company of Berkshire Bank, a leading socially responsible community bank with financial centers in New England and New York, announced the election of Eric S. Rosengren to the Board of Directors of the Company and its wholly-owned subsidiary Berkshire Bank effective April 5, 2023. Mr. Rosengren brings extensive financial, risk management and regulatory expertise having served as the President and CEO of the Federal Reserve Bank of Boston until his retirement in 2021. Upon his election, Mr. Rosengren was determined to be an independent director and a financial expert and appointed to the Risk Management, Capital and Compliance and Audit Committees of the Board.
"We are pleased to welcome Eric to our Board of Directors," said Chairperson David M. Brunelle. “His experience as a Fed President and vast subject matter expertise will provide invaluable perspectives to the strategic and risk-oversight functions of our board.”
“Berkshire Bank and all of our stakeholders will benefit from Eric’s decades of experience, insights and knowledge of the New England economy and broader macro-economic trends, financial sector regulatory system and risk management. He will help bolster Berkshire Bank further as we continue to advance along our path toward becoming a high-performing, leading socially responsible community bank,” added Berkshire Bank CEO Nitin Mhatre.
Eric S. Rosengren
“Berkshire Bank has a long, storied history of supporting its customers and broader communities through multiple economic cycles with an unwavering commitment. They understand the critical role community banks play in our economy helping to build resilience and prosperity in our cities and towns. I’m proud to have the opportunity to work alongside the Board and leadership team, to champion many of same topics in the same communities as I did at the Federal Reserve,” stated Mr. Rosengren.
About Eric S. Rosengren
Mr. Rosengren is CEO of Rosengren Consulting and a Visiting Scholar at the MIT Golub Center for Finance & Policy. He previously served as the President and CEO of the Federal Reserve Bank of Boston from 2007 until his retirement in 2021. As a Fed President, he was a participant and voting member of the Federal Open Market Committee. During his tenure he also championed projects to help revitalize smaller city economies and enhance diversity, equity and inclusion within the Fed. Mr. Rosengren joined the Boston Fed in 1985 and held various roles in the Bank’s Research and Supervision, Regulation, and Credit Departments. He has published over 100 articles and papers on economics and finance, and is often cited in leading academic journals and featured in major media outlets on topics including macroeconomics, monetary policy, international banking, bank supervision and risk management. Mr. Rosengren holds a Ph.D. and Masters from the University of Wisconsin and a Bachelors from Colby College where he also serves as a member of the Board of Trustees.
ABOUT BERKSHIRE HILLS BANCORP
Headquartered in Boston, Berkshire Hills Bancorp (NYSE:BHLB) is the parent of Berkshire Bank. Founded in 1846, the Bank's vision is to be a high-performing leading socially responsible community bank. It empowers the financial potential of its stakeholders by making banking available where, when, and how it's needed through an uncompromising focus on exceptional customer service, digital banking, and positive community impact. Providing a wide range of financial solutions through its consumer banking, commercial banking and wealth management divisions, the Bank has approximately $11.7 billion in assets and a community-based footprint of 100 financial centers in Massachusetts, New York, Vermont, Connecticut, and Rhode Island. Named one of America’s Most Trusted Companies by Newsweek and America’s Best Midsize Employers by Forbes, Berkshire is also listed in the Bloomberg Gender-Equality Index and a Best Place to Work for LGBTQ+ Equality. To learn more, follow us on Facebook, Twitter, Instagram, and LinkedIn.
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