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 15, 2019
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, 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 | | 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, 2019, the 2019 Annual Meeting of Shareholders of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held at the Museum of African American History, 46 Joy Street, Boston, Massachusetts 02114 at 10:00 a.m., local time (the “2019 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, 2019.
At the Annual Meeting, 42,544,512 shares of the Company’s common stock were present or represented by proxy, constituting a quorum 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 for a term of one year.
| | For | Withheld | Broker-Non Votes |
| David M. Brunelle | 38,150,109 | 577,400 | 3,817,003 |
| Robert M. Curley | 37,881,303 | 846,206 | 3,817,003 |
| John B. Davies | 37,216,396 | 1,511,113 | 3,817,003 |
| J. Williar Dunlaevy | 37,649,703 | 1,077,806 | 3,817,003 |
| Cornelius D. Mahoney | 37,370,333 | 1,357,176 | 3,817,003 |
| Richard M. Marotta | 38,122,720 | 604,789 | 3,817,003 |
| Pamela A. Massad | 38,150,556 | 576,953 | 3,817,003 |
| Laurie Norton Moffatt | 38,033,317 | 694,192 | 3,817,003 |
| Richard J. Murphy | 38,037,471 | 690,038 | 3,817,003 |
| William J. Ryan | 37,619,754 | 1,107,755 | 3,817,003 |
| D. Jeffrey Templeton | 37,236,849 | 1,490,660 | 3,817,003 |
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 named executive officers as disclosed in the proxy statement:
| For | Against | Abstain | Broker-Non Votes |
| 37,300,986 | 841,343 | 585,180 | 3,817,003 |
Proposal 3 – Ratification of Appointment of 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 2019.
| For | Against | Abstain |
| 42,224,360 | 199,480 | 120,672 |
On May 15, 2019, the Company announced that all regulatory approvals relating to the merger of SI Financial Group, Inc. with and into the Company have been received. SI Financial Group, Inc. shareholders previously approved the merger at a special meeting of shareholders on April 2, 2019. The news release indicates that the merger is anticipated to close as of the close of business on May 17, 2019.
A copy of the news release announcing the receipt of regulatory approvals to acquire SI Financial Group, Inc. and the targeted closing date of the pending merger is being filed herewith as Exhibit 99.1.
| 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. |
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, 2019 | By: | /s/ Wm. Gordon Prescott |
| | | Wm. Gordon Prescott |
| | | Senior Executive Vice President and General Counsel |
