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 21, 2025

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 21, 2025, the 2025 Annual Meeting of Stockholders of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held as a virtual meeting at 10:00 a.m., Eastern time (the “Annual Meeting”).  The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Joint Proxy Statement/Prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to SEC Rule 424(b)(3) on April 8, 2025.

At the Annual Meeting, 41,438,641 shares of the Company’s common stock were present or represented by proxy, constituting a quorum of the 46,378,257 outstanding shares eligible to vote for the transaction of business. All proposals were approved and the final results of the stockholder votes are shown below. There was no other business transacted at the Annual Meeting.

Proposal 1 – Approval of the issuance of Berkshire common stock to holders of Brookline Bancorp, Inc. (“Brookline”) common stock pursuant to the Agreement and Plan of Merger, dated as of December 16, 2024, by and among Berkshire Hills Bancorp, Inc., Commerce Acquisition Sub, Inc., and Brookline Bancorp, Inc. pursuant to which Commerce Acquisition Sub, Inc. will merge with and into Brookline (the “Merger”), with Brookline surviving the Merger, immediately followed by the merger of Brookline with and into Berkshire (the “Holdco Merger”), with Berkshire surviving the Holdco Merger.

The stockholders approved the issuance of Berkshire common stock to holders of Brookline Bancorp, Inc. The results of the stockholder vote on Proposal 1 were as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
35,906,219  
593,278
  
66,409
  
4,872,735

Proposal 2 – Approval of an amendment to Berkshire’s Certificate of Incorporation to increase the number of authorized shares of common stock of the surviving corporation.

The stockholders approved the amendment to Berkshire’s Certificate of Incorporation to increase the number of authorized shares of common stock of the surviving corporation. The results of the stockholder vote on Proposal 2 were as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
35,611,170
  
887,798
  
66,938
  
4,872,735


Proposal 3 – Approval of the Berkshire Hills Bancorp, Inc. 2025 Stock Option and Incentive Plan.

The stockholders approved the Berkshire Hills Bancorp, Inc. 2025 Stock Option and Incentive Plan. The results of the stockholder vote on Proposal 3 were as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
34,172,859
  
2,347,748
  
45,299
  
4,872,735

Proposal 4 – Election of Directors.

The stockholders elected each nominee to serve as a director of the Company for a term of one year. The results of the stockholder vote on Proposal 4 were as follows:

 
For
  
Withheld
  
Broker Non-Votes
David M. Brunelle
35,812,803
  
753,103
  
4,872,735
Mary Anne Callahan
36,147,117
  
418,789
  
4,872,735
Nina A. Charnley
36,176,975
  
388,931
  
4,872,735
Mihir A. Desai
36,106,558
  
459,348
  
4,872,735
William H. Hughes III
35,824,302
  
741,604
  
4,872,735
Sylvia Maxfield
35,786,535
  
779,371
  
4,872,735
Nitin J. Mhatre
36,021,019
  
544,887
  
4,872,735
Karyn Polito
36,133,386
  
432,520
  
4,872,735
Eric S. Rosengren
36,177,578
  
388,328
  
4,872,735

Proposal 5 – An advisory vote on the Company’s executive compensation practices.

The stockholders gave advisory approval of the compensation of the Company’s named executive officers as disclosed in the Joint Proxy Statement/Prospectus. The results of the stockholder vote on Proposal 5 were as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
35,579,920
  
883,027
  
102,959
  
4,872,735


Proposal 6 – Ratification of the appointment of the Company’s Independent Registered Public Accounting Firm for fiscal year 2025.

The stockholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2025. The results of the stockholder vote on Proposal 6 were as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
40,931,017
  
350,738
  
156,886
  
—

Proposal 7 – Adjournment of the Berkshire Annual Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the annual meeting to approve the Berkshire Share Issuance Proposal, the Berkshire Certificate of Incorporation Amendment Proposal or the Berkshire Equity Plan Proposal.

The stockholders approved the adjournment of the Berkshire Annual Meeting to a later date or dates. The results of the stockholder vote on Proposal 7 were as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
40,242,701
  
1,150,322
  
45,618
  
—

Although the adjournment proposal was approved, the adjournment of the Annual Meeting was not necessary because the Company’s stockholders approved Proposals 1, 2 and 3.

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

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 22, 2025
By:  
  /s/ Wm. Gordon Prescott
   
Wm. Gordon Prescott
Senior Executive Vice President, General Counsel and Corporate Secretary