Form 8-K BERKSHIRE HILLS BANCORP For: May 07

 

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 7, 2015

 

BERKSHIRE HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Registrant’s telephone number, including area code: (413) 443-5601

 

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):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07              Submission of Matters to a Vote of Security Holders

 

On May 7, 2015, the 2015 Annual Meeting of Stockholders of Berkshire Hills Bancorp, Inc. (the “Company”) was held at The Crowne Plaza Hotel, One West Street, Pittsfield, Massachusetts 01201 at 10:00 a.m., local time (the “2015 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 1, 2015.

 

As of the close of business of March 12, 2015, the record date for the Annual Meeting, there were a total of 25,250,136 shares of Company common stock outstanding. The voting results for each proposal, including the votes “FOR” and “AGAINST” or “WITHHELD”, and any abstentions or broker non-votes, are described below. Abstentions and broker non-votes (if applicable) were counted for the purpose of determining whether a quorum was present but were not treated as votes cast. Therefore, abstentions and broker non-votes (if applicable) did not have the effect of a vote “FOR” or “AGAINST” any of the proposals presented at the Annual Meeting and were not counted in determining the number of votes required for approval of each proposal.

 

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 director nominated to serve for a term of three years.

 

		For		Withheld		Broker-Non Votes
William J. Ryan		19,102,217		245,582		2,521,222
Robert M. Curley		19,102,362		245,437		2,521,222
Barton D. Raser		19,048,674		299,125		2,521,222
D. Jeffrey Templeton		19,004,943		342,856		2,521,222
Richard J. Murphy		19,049,806		297,993		2,521,222

 

Proposal 2 — A non-binding proposal to give advisory approval of the Company’s executive compensation as described in the proxy statement

 

The shareholders approved the proposal regarding the compensation of the named executive officers as disclosed in the proxy statement as follows:

 

For		Against		Abstain		Broker-Non Votes
17,524,317		1,147,908		675,574		2,521,222

 

 

Proposal 3— Ratification of Appointment of Independent Registered Public Accounting Firm

 

The shareholders approved the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2015.

 

For		Against		Abstain
21,698,244		157,176		13,601

 

Item 8.01              Other Events

 

On May 7, 2015, the Company issued a news release announcing the results of the 2015 Annual Meeting of Stockholders. A copy of the news release is attached as Exhibit 99.1 to this report.

 

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
99.1		News Release announcing the results of the Company’s 2015 Annual Meeting of Stockholders dated May 7, 2015

 

 

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 7, 2015	By:	/s/ Michael P. Daly
		Michael P. Daly
		President and Chief Executive Officer

 

Exhibit 99.1

 

 

Berkshire Hills Recaps 2014 Highlights at Annual Meeting; All Proposals Approved by Shareholders

 

PITTSFIELD, MA — May 7, 2015 — Berkshire Hills Bancorp, Inc. (NYSE: BHLB) held its annual meeting of shareholders on May 7, in Pittsfield, Massachusetts.

 

President and CEO Michael P. Daly summarized Berkshire’s accomplishments in 2014.  The Company deepened its market share through organic growth, combined with talent recruitment and franchise expansion.  Berkshire strengthened its New York position with the acquisition of twenty branch offices at the start of the year.  This was followed by the recently completed in-market acquisition of Hampden Bancorp in Springfield, MA.  The year’s initiatives resulted in significant revenue and core earnings growth momentum and profitability improvement.  At midyear, the Company recruited former TD Banknorth President and CEO William J. Ryan to serve as its independent Chairman.

 

Berkshire’s three year total stock return exceeded 30%.  The quarterly cash dividend was recently increased by 6% and continues to provide a yield near 3%.  Mr. Daly concluded with a summary of the encouraging prospects for Berkshire’s further growth and development.

 

Shareholders overwhelmingly approved all proposals presented at the meeting. These included:

 

·                  The election of five existing directors to new three year terms:  William J. Ryan; Robert M. Curley; Barton D. Raser; D. Jeffrey Templeton; Richard J. Murphy

 

·                  Approval of a non-binding proposal to give advisory approval of the Company’s Executive compensation

 

·                  Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2015

 

A copy of Mr. Daly’s presentation to shareholders is available at ir.berkshirebank.com.

 

BACKGROUND

 

Berkshire Hills Bancorp is the parent of Berkshire Bank — America’s Most Exciting Bank®. The Company has approximately $7.3 billion in assets and 96 full service branch offices in

 

 

Massachusetts, New York, Connecticut, and Vermont providing personal and business banking, insurance, and wealth management services.

 

FORWARD LOOKING STATEMENTS

 

This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  There are several factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire’s most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC’s website at www.sec.gov.  Berkshire does not undertake any obligation to update forward-looking statements.

 

CONTACTS

Investor Relations Contact

Allison O’Rourke; Senior Vice President – Investor Relations; 413-236-3149

 

Media Contact

Ray Smith; Assistant Vice President – Marketing; 413-236-3756