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 16, 2024
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 5.07
Submission of Matters to a Vote of Security Holders
On May 16, 2024, the 2024 Annual Meeting of Shareholders of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held at Berkshire Bank, 99 North Street, Pittsfield, Massachusetts, 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 5, 2024.
At the Annual Meeting, 39,489,162 shares of the Company’s common stock were present or represented by proxy, constituting a quorum of the 43,463,525 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. The Company invited questions from shareholders and none were forthcoming. There was no other business transacted at the Annual Meeting. In the meeting, the Company’s Chief Executive Officer, Nitin Mhatre, commented on the Company’s recent results and ongoing momentum, and recognized the service of its Board of Directors and the hard work of its employees in servicing its customers and communities.
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 | |
|---|---|---|---|
| David M. Brunelle | 33,732,971 | 969,453 | 4,786,738 |
| Mary Anne Callahan | 34,332,532 | 369,892 | 4,786,738 |
| Nina A. Charnley | 34,472,246 | 230,178 | 4,786,738 |
| Mihir A. Desai | 34,149,930 | 552,494 | 4,786,738 |
| William H. Hughes III | 33,938,361 | 764,063 | 4,786,738 |
| Jeffrey W. Kip | 33,855,411 | 847,013 | 4,786,738 |
| Sylvia Maxfield | 34,082,667 | 619,757 | 4,786,738 |
| Nitin J. Mhatre | 34,388,213 | 314,211 | 4,786,738 |
| Laurie Norton Moffatt | 33,685,968 | 1,016,456 | 4,786,738 |
| Karyn Polito | 34,400,812 | 301,612 | 4,786,738 |
| Eric S. Rosengren | 34,471,851 | 230,573 | 4,786,738 |
Proposal 2 – An advisory vote on the Company’s executive compensation practices
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 |
|---|---|---|---|
| 33,247,339 | 1,315,857 | 139,228 | 4,786,738 |
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 2024. The results of the shareholder vote on Proposal 3 were as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 38,844,294 | 581,350 | 63,518 | 0 |
Item 8.01 Other Events
On May 17, 2024, 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 17, 2024 |
|---|---|
| 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 17, 2024 | By: | /s/ Wm. Gordon Prescott |
| Wm. Gordon Prescott<br><br> <br>Senior Executive Vice President, General Counsel and Corporate Secretary |
Berkshire Hills Bancorp Announces Results of Annual Meeting
Shareholders Recognize Berkshire’s Achievements; Approve All Proposals
BOSTON – May 17, 2024 – Berkshire Hills Bancorp, Inc. (NYSE: BHLB), the parent company of Berkshire Bank, a relationship-driven, community-focused bank with financial centers in New England and New York, announced today that all three proposals were approved at its Annual Meeting of Shareholders on May 16, 2024, with a quorum of approximately 91% of outstanding shares voted in person or by proxy at the meeting. All measures were unanimously recommended by the Board. All measures requesting shareholder approval received at least 96% support.
Shareholders voted to approve the election of all eleven director nominees to serve a one-year term:
| ✔ | David M. Brunelle (Chairperson) |
|---|---|
| ✔ | Mary Anne Callahan |
| --- | --- |
| ✔ | Nina A. Charnley |
| --- | --- |
| ✔ | Dr. Mihir A. Desai |
| --- | --- |
| ✔ | William H. Hughes III |
| --- | --- |
| ✔ | Jeffrey W. Kip |
| --- | --- |
| ✔ | Dr. Sylvia Maxfield |
| --- | --- |
| ✔ | Nitin J. Mhatre (Berkshire CEO) |
| --- | --- |
| ✔ | Laurie Norton Moffatt |
| --- | --- |
| ✔ | Karyn Polito |
| --- | --- |
| ✔ | Eric S. Rosengren |
| --- | --- |
Shareholders further provided advisory votes as follows:
| ✔ | Executive compensation practices were approved; and |
|---|---|
| ✔ | The appointment of Crowe LLP as the Company's independent registered public accounting firm for fiscal year 2024 was ratified. |
| --- | --- |
The Company’s proxy materials highlighted Berkshire’s solid year of performance in 2023, building on core elements of its strategy to strengthen operations, deliver growth, and improve its long-term outlook. During the meeting CEO Nitin Mhatre thanked board members for their service and recognized retiring directors Baye Adofo-Wilson and Michael Zaitzeff. He also recognized the hard work of Berkshire’s employees and their dedication to serving Berkshire’s customers and communities.
“I want to thank our shareholders for their vote of confidence in Berkshire and recognition of our continued progress. Last year we outperformed the median of our peers on key operating metrics identified in our proxy. We produced a 10% operating return on tangible common equity and increased annual dividends per share year-over-year. We continue to build momentum to improve long-term shareholder returns and achieve our vision to become a high-performing, relationship-driven, community-focused bank,” concluded Mhatre.
ABOUT BERKSHIRE HILLS BANCORP
Berkshire Hills Bancorp, Inc. (NYSE: BHLB) is the parent company of Berkshire Bank, a relationship-driven, community-focused bank that delivers industry-leading financial expertise to clients in New England and New York. With $12.1 billion in assets and 96 financial centers, Berkshire is headquartered in Boston and provides a full suite of tailored banking solutions through its Commercial Banking, Retail Banking, Consumer Lending, Private Banking and Wealth Management divisions. For more than 175 years, the Bank has delivered strength, stability and trusted advice to empower the financial potential of its clients and communities. Newsweek named Berkshire one of the Most Trustworthy Companies in America and one of America’s Best Regional Banks. To learn more about Berkshire Hills Bancorp visit ir.berkshirebank.com.
Investor Contact
Kevin Conn, Investor Relations
617.641.9206
KAConn@berkshirebank.com
Media Contact:
Gary Levante, Corporate Communications
413.447.1737
communications@berkshirebank.com