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Section 1: 8-K (8-K)

 

 

 

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 17, 2018

 

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 01209
(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))

 

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 5.07Submission of Matters to a Vote of Security Holders

 

On May 17, 2018, the 2018 Annual Meeting of Shareholders of Berkshire Hills Bancorp, Inc. (the “Company”) was duly held at The Berkshire Plaza Hotel, One West Street, Pittsfield, Massachusetts at 10:00 a.m., local time (the “2018 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 6, 2018, as amended by supplemental proxy information filed with the Securities and Exchange Commission on May 9, 2018.

 

At the 2018 Annual Meeting, 42,020,561 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
Paul T. Bossidy 37,084,062 648,993     4,287,506
David M. Brunelle 37,376,377 356,678     4,287,506
Robert M. Curley 36,938,558 794,497     4,287,506
Michael P. Daly 37,222,962 510,093     4,287,506
Cornelius D. Mahoney 35,407,438 2,325,617     4,287,506
Pamela A. Massad 37,326,767 406,288     4,287,506
Richard J. Murphy 37,322,834 410,221     4,287,506
William J. Ryan 36,375,105 1,357,950     4,287,506
D. Jeffrey Templeton 35,175,383 2,557,672     4,287,506

 

Proposal 2 – Amendment to the Certificate of Incorporation to Increase the Authorized Common Stock

 

The shareholders approved the proposed amendment to the Company's Certificate of incorporation to increase the Company's authorized common stock from 50 million to 100 million shares:

 

For Against Abstain  
39,793,427 2,137,242 89,892  

 

 

 

 

Proposal 3 – Amendment to the Certificate of Incorporation to Increase the Authorized Preferred Stock

 

The shareholders approved the proposed amendment to the Company's Certificate of incorporation to increase the Company's authorized preferred stock from 1 million to 2 million shares:

 

For Against Abstain Broker-Non Votes
35,392,534 2,279,747 52,837 4,287,506

 

Proposal 4 – 2018 Equity Incentive Plan

 

The shareholders approved the Company’s 2018 Equity Incentive Plan:

 

For Against Abstain Broker-Non Votes
35,405,115 2,186,184 141,756 4,287,506

 

 

Proposal 5 – 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
27,907,204 9,739,187 86,664 4,287,506

 

 

Proposal 6 – Ratification of Appointment of Independent Registered Public Accounting Firm

 

The shareholders ratified the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for fiscal year 2018.

 

For Against Abstain  
41,597,697 409,240 13,624  

 

 

 

 

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 18, 2018 By: /s/ Wm. Gordon Prescott
    Wm. Gordon Prescott
    Senior Vice President and General Counsel

 

 

 

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