(4)
Includes 12,730 shares held in Mr. Davies’ individual retirement account.
(5)
Includes 5,226 shares held in Mr. Dunlaevy’s individual retirement account and 8,457 shares held by Mr. Dunlaevy’s spouse.
(6)
Mr. Marotta was appointed as President, Chief Executive Officer, and Director of the Company and Chief Executive Officer and Director of the Bank, effective November 26, 2018.
(7)
Includes 4,357,344 shares of Company common stock that Ms. Massad beneficially owns in her capacity as personal representative of the Estate of David G. Massad, Sr. (the “Estate”), 77,521 shares of Company common stock that Ms. Massad owns individually, and 2,233 unvested restricted shares of Company common stock held in trust indirectly.
(8)
Mr. Sheehan has elected not to stand for re-election to the Board at the Company’s 2019 Annual Meeting.
(9)
Mr. Daly resigned from the Company and Bank effective November 26, 2018, which is prior to the March 21, 2019 record date. Accordingly, Mr. Daly has been excluded from the stock ownership table. His principal position at Berkshire Hills Bancorp, Inc. had been Director, Chief Executive Officer and President.
Information About Voting
Who Can Vote at the Meeting
You are entitled to vote the shares of Berkshire’s common stock that you owned as of the close of business on March 21, 2019. As of the close of business on March 21, 2019, a total of 45,521,962 shares of Company common stock was outstanding. Each share of common stock has one vote.
The Company’s Certificate of Incorporation provides that a record owner of the Company’s common stock who beneficially owns, either directly or indirectly, in excess of 10% of the Company’s outstanding shares, is not entitled to any vote in respect of the shares held in excess of the 10% limit. To our knowledge, there are no such record owners as March 21, 2019.
Ownership of Shares; Attending the Meeting
You may own shares of Berkshire Hills in one of the following ways:
•
Directly in your name as the shareholder of record;
•
Indirectly through a broker, bank or other holder of record in “street name”; or
•
Indirectly in the Berkshire Hills Bancorp, Inc. Stock Fund of our 401(k) Plan, or through the trust that holds restricted stock awards issued to directors and employees under our equity plans.
If your shares are registered directly in your name, you are the holder of record of these shares. As the holder of record, you have the right to give your proxy directly to us, either through voting by mail, the Internet, or telephone, or to vote in person at the meeting. If you wish to vote at the meeting, you will need to bring proof of identity.
If you hold your shares indirectly in street name, your broker, bank or other nominee is the holder of record and you are the beneficial owner of the shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote by filling out a voting instruction form. Your broker, bank or other nominee may allow you to provide voting instructions by telephone or by the Internet in addition to by mail. Please see the form provided by your broker, bank or other nominee.
If you hold your shares indirectly in street name and wish to attend the meeting, you will need to bring proof of ownership to be admitted to the meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of Berkshire’s common stock held in street name in person at the meeting, you must obtain a written proxy in your name from the broker, bank or nominee who is the record holder of your shares. You will also need to bring proof of identity to vote at the meeting.
Quorum and Vote Required
Quorum.
We will have a quorum and will be able to conduct the business of the annual meeting if the holders of a majority of the outstanding shares of common stock entitled to vote are present at the meeting, either in person or by proxy.