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): March 21, 2024
BERKSHIRE HILLS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
| | 001-15781
| | 04-3510455
|
(State or Other Jurisdiction) of Incorporation) | | (Commission File No.) | | (I.R.S. Employer 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
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. |
(e) On March 21, 2024, Berkshire Hills Bancorp, Inc. (the “Company”), Berkshire Bank (the “Bank”), the wholly owned subsidiary of the Company, and Nitin J. Mhatre, President and Chief Executive Officer of the Company and the Bank, entered into a new employment agreement, effective as of January 21, 2024 (the “Employment Agreement”). The term of the Employment Agreement is three years and the term may be extended by mutual consent. The new agreement supersedes and replaces Mr. Mhatre’s previous employment agreement, dated as of January 21, 2021 (the “Prior Agreement”). The Employment Agreement, which is substantially identical to the Prior Agreement except that the severance payment for termination of employment without cause (as defined in the Employment Agreement) or a voluntary termination with good reason (as defined in the Employment Agreement), provides that Mr. Mhatre will receive a lump sum cash payment equal to: (a) Mr. Mhatre’s base salary for the remaining unexpired term of the Employment Agreement, plus (b) annual cash bonuses for each year (prorated in the event of a partial year) remaining under the unexpired term of the Employment Agreement.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement attached hereto as Exhibit 10.1 of this Current Report on Form 8-K, and is incorporated by reference into this Item 5.02.
| 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. |
| | Exhibit No. | Description |
| | | |
| | | Three-Year Employment Agreement by and among Berkshire Hills Bancorp, Inc., Berkshire Bank and Nitin J. Mhatre |
| | 104.1 | The 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: March 22, 2024 | By:
| /s/ Wm. Gordon Prescott |
| | | Wm. Gordon Prescott Senior Executive Vice President, General Counsel and Corporate Secretary |
