Beacon Financial Corp 8-K, filed Aug 25, 2021
Beacon Financial Corp (BBT)
8-K
2021-08-25
For: 2021-08-20
View Original
Added on
April 07, 2026
About this 8-K
Beacon Financial Corp filed this 8-K on August 25, 2021, reporting on events of August 20, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): August 20, 2021
(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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On August 20, 2021, Chairperson of the Board J. Williar Dunlaevy informed the Boards of Directors of Berkshire Hills Bancorp, Inc. (the
“Company”) and its wholly owned subsidiary Berkshire Bank that he will be retiring from the Boards of Directors, effective September 22, 2021. In connection with this retirement, Vice Chairperson of the Board David M. Brunelle has been named
Chairperson of the Board, also effective on September 22, 2021.
Also on August 20, 2021, the Board of Directors of Berkshire Hills Bancorp, Inc. appointed Jeffrey W. Kip to the Board of Directors of the
Company, effective September 22, 2021. The Board of Directors also appointed Mr. Kip to the Audit Committee and Compensation Committee of the Board of Directors. Mr. Kip was also appointed to the Board of Directors of Berkshire Bank.
Mr. Kip, age 53, is the Chief Executive Officer of Angi International, which provides Internet tools and resources for home improvement,
maintenance, and repair projects. Angi International is a subsidiary of IAC/InterActive Corp (NASDAQ: IAC), which owns and manages popular online brands and services. Prior to his role as Chief Executive Officer, Mr. Kip was the Chief Financial
Officer of IAC/InterActive Corp from 2012 to 2016. Mr. Kip’s previous positions include Chief Financial Officer of Panera Bread, LLC from 2006 to 2012. Mr. Kip will be considered an independent director, and the Board of Directors has determined that
Mr. Kip will qualify as an Audit Committee Financial Expert under the rules of the Securities and Exchange Commission.
There were no arrangements or understandings between Mr. Kip and any other person pursuant to which Mr. Kip was selected as a director. Mr.
Kip 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
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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.
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Description
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News release dated August 25, 2021
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104.1
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Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL
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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: August 25, 2021
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By:
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/s/ Wm. Gordon Prescott
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Wm. Gordon Prescott
Executive Vice President and General Counsel
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Exhibit 99.1
Berkshire Hills Announces Board Leadership Transition
David M. Brunelle to Succeed J. Williar ("Bill") Dunlaevy as Chairperson of the Board
Jeffrey W. Kip to Join Board as Independent Director & Financial Expert
BOSTON – August 25, 2021 – Berkshire Hills Bancorp, Inc. (NYSE:BHLB), announced today that Board Chairperson J. Williar ("Bill")
Dunlaevy will retire from the joint Board of Directors of the company and its wholly-owned subsidiary Berkshire Bank effective September 22, 2021. As part of a pre-established succession plan, the Board has unanimously voted to appoint David M.
Brunelle to succeed Mr. Dunlaevy as Chairperson, also effective on that date. Mr. Brunelle currently serves as Vice Chairperson of the Board and previously served as Chairperson of the Audit Committee after joining the Board in 2017. In addition, the
Board has voted to elect Jeffrey W. Kip, Chief Executive Officer of Angi International, to the Board of Directors of BHLB and Berkshire Bank to fill the vacancy created by Mr. Dunlaevy’s retirement and has designated him as an Audit Committee
Financial Expert. In addition to the Audit Committee, Mr. Kip has also been appointed to the Board’s Compensation Committee.
“It has been an honor to lead the Berkshire Hills Bancorp Board over the last two years, working closely with the Board and management team to improve our
performance and affirm our commitment to purpose-driven, community-dedicated banking. With our new CEO and revitalized management team in place, the strength of our Board and our Berkshire’s Exciting Strategic Transformation (BEST) plan, the Company
is well positioned for the future. As I retire from the Board, I have great confidence that Dave Brunelle will continue to bring valuable insights, high ethical standards and strong leadership that will help management achieve the BEST plan and
deliver meaningful returns for our shareholders and resources for our communities,” said Dunlaevy.
“On behalf of the Board and the Company’s many stakeholders, I want to thank Bill for his longstanding commitment, service and dedication to Berkshire. In
his ten years on the Board and past two as Chairperson, he has helped guide Berkshire through numerous strategic decisions always with a keen focus on fulfilling our mission and enhancing stakeholder value,” said Nitin J. Mhatre CEO of Berkshire. “As
Bill retires from the Board, we are fortunate to have Dave step into the role of Chairperson. He understands our business, our culture, commitment to our communities and focus on improving financial performance through our Berkshire’s Exciting
Strategic Transformation (BEST) plan. He is the ideal person to be leading the Board as we move purposefully forward.”
“I look forward to continuing to work with the Board and leadership team to execute on our BEST plan as we strive to deliver improved financial
performance and best-in-class customer experience as the leading socially responsible community bank,” stated Mr. Brunelle. “I also want to thank Bill for his mentorship and extend a warm welcome to Jeff Kip as he joins the Board and brings his many
years of financial acumen and senior executive experience.”
DAVID M. BRUNELLE
Mr. Brunelle, age 50, is Co-Founder and Managing Director of North Pointe Wealth Management in Worcester, Massachusetts. He has over 20 years of experience
in financial services working with businesses, individuals, families and charitable foundations. Mr. Brunelle is a former Director of Commerce Bancshares Corp. and Commerce Bank & Trust Company and served on Commerce's audit and loan committees.
He joined Berkshire’s Board in 2017 when Berkshire acquired Commerce. He has also served as trustee or corporator for numerous non-profit entities in and around Worcester, including The Nativity School of Worcester, The Worcester Regional Research
Bureau, The Worcester Educational Development Foundation, the UMass/Memorial Foundation, Becker College and the Greater Worcester Community Foundation. Mr. Brunelle holds a Bachelors degree from Colgate University.
JEFFREY W. KIP
Mr. Kip, age 53, is Chief Executive Officer of Angi International which provides internet tools and resources for home improvement, maintenance, and repair
projects. Angi International is a subsidiary of IAC/InterActive Corp (NASDAQ: IAC), which owns and manages popular online brands and services. Prior to his role as Chief Executive Officer, Mr. Kip was the Chief Financial Officer of IAC/InterActive
Corp from 2012-2016. Mr. Kip’s previous positions include Chief Financial Officer of Panera Bread, LLC from 2006 – 2012. Mr. Kip will be considered an independent director, and the Board of Directors has determined that Mr. Kip will qualify as an
Audit Committee Financial Expert under the rules of the Securities and Exchange Commission.
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. Headquartered in Boston, Berkshire has $12.3 billion
in assets and operates 115 banking offices primarily in New England and New York.
in assets and operates 115 banking offices primarily in New England and New York.
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the
Securities Exchange Act of 1934, as amended. You can identify these statements from the use of the words "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and
similar expressions. There are many factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire's most recent reports on Forms
10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC's website at www.sec.gov.
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INVESTOR RELATIONS CONTACTS
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MEDIA CONTACT
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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 |
Gary Levante, SVP, Corporate Responsibility & Culture
Email: glevante@berkshirebank.com Tel: (413) 447-1737 |