Current Report Filing (8-k)
May 21 2021 - 4:22PM
Edgar (US Regulatory)
0001108134
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0001108134
2021-05-30
2021-05-30
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xbrli:shares
iso4217:USD
xbrli:shares
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 20, 2021
BERKSHIRE
HILLS BANCORP, INC.
(Exact Name of Registrant
as Specified in its Charter)
Delaware
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001-15781
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04-3510455
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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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60 State Street, Boston, Massachusetts
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02109
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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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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:
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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Common stock, par value $0.01 per share
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BHLB
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New York Stock Exchange
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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. ¨
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On May 20, 2021, the 2021 Annual Meeting of Shareholders
of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held as a virtual meeting, at www.virtualshareholdermeeting.com/BHLB2021,
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 9, 2021.
At the Annual Meeting, 46,225,529 shares of the
Company’s common stock were present or represented by proxy, constituting a quorum of the 50,989,349 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. There
was no other business transacted at the Annual Meeting.
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:
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For
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Withheld
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Broker-Non Votes
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Baye Adofo-Wilson
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39,275,246
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943,687
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6,006,596
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Deborah P. Bailey
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39,838,985
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379,948
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6,006,596
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Rheo A. Brouillard
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39,728,366
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490,567
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6,006,596
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David M. Brunelle
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39,236,799
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982,134
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6,006,596
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Robert M. Curley
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38,985,994
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1,232,939
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6,006,596
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John B. Davies
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38,614,954
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1,603,979
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6,006,596
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J. Williar Dunlaevy
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38,909,816
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1,309,117
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6,006,596
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William H. Hughes III
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39,560,745
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658,188
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6,006,596
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Sylvia Maxfield
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39,658,625
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560,308
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6,006,596
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Nitin J. Mhatre
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39,742,499
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476,434
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6,006,596
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Laurie Norton Moffatt
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39,314,402
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904,531
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6,006,596
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Jonathan I. Shulman
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39,713,323
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505,610
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6,006,596
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Michael A. Zaitzeff
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39,784,265
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434,668
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6,006,596
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Proposal 2 – A non-binding proposal to give advisory approval
of the Company’s executive compensation as described in the proxy statement
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
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Against
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Abstain
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Broker-Non Votes
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38,875,775
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1,153,193
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189,965
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6,006,596
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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 2021. The results of the shareholder vote on Proposal 3 were as follows:
For
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Against
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Abstain
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45,818,434
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366,949
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40,146
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On May 21, 2021, 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.
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Item 9.01
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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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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: May 21, 2021
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By:
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/s/ Wm. Gordon Prescott
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Wm. Gordon Prescott
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Executive Vice President and
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General Counsel
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