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 10, 2022

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Office

On March 10, 2022, the Board of Directors of Berkshire Hills Bancorp, Inc. (the “Company”) appointed Mihir A. Desai to the Board of Directors of the Company, effective immediately.  The Board of Directors also appointed Mr. Desai to the Compliance & Regulatory and Risk Management and Capital Committees of the Board of Directors. Mr. Desai will be considered an independent director. Mr. Desai was also appointed to the Board of Directors of Berkshire Bank.
Mr. Desai, age 53, is the Mizuho Financial Group Professor of Finance at Harvard Business School, and Professor of Law at Harvard Law School. Mr. Desai’s is an accomplished author and expert in finance and tax policy. His books include the Wisdom of Finance: Discovering Humanity in the World of Risk and Return (longlisted for the 2017 FT/McKinsey Best Business Book of the Year) and How Finance Works: The HBR Guide to Thinking Smart about the Numbers. He is a Research Associate in the National Bureau of Economic Research’s Public Economics and Corporate Finance Programs, and served as the co-director of the NBER’s India program. His research has been cited in leading academic journals and the popular press and has served as the foundation to his several testimonies to the Senate Finance Committee and House Ways and Means Committee. In addition to his work at Harvard University, his professional experiences include CS First Boston, McKinsey & Co., and advising a number of firms and governmental organizations. Mr. Desai received his Ph.D. in political economy from Harvard University; his MBA as a Baker Scholar from Harvard Business School, and a bachelor’s degree in history and economics from Brown University. He currently resides in Cambridge, Massachusetts.
There were no arrangements or understandings between Mr. Desai and any other person pursuant to which Mr. Desai was selected as a director. Mr. Desai is not a party to any transaction with the Company or Berkshire Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

A news release containing additional information is included 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.
   
(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: March 14, 2022
By:  
 /s/ Wm. Gordon Prescott
   
Wm. Gordon Prescott
Executive Vice President and General Counsel

EXHIBIT 99.1


Berkshire Hills Appoints Mihir A. Desai As New Independent Director

Financial, Investment, and Business Expertise Will Bolster Transformation

BOSTON– March 14, 2022 --  Berkshire Hills Bancorp, Inc. (NYSE: BHLB), the parent company of Berkshire Bank, a socially responsible, community-dedicated bank with branch locations in New England and New York, announced the election of Mihir A. Desai to the Board of Directors of the Company and its wholly-owned subsidiary Berkshire Bank effective March 10, 2022. Mr. Desai is an internationally acclaimed Professor of Finance at Harvard Business School and Professor of Law at Harvard Law School. His extensive expertise in finance, investment, and business will bolster the Board’s support of Berkshire's Exciting Strategic Transformation (BEST). Upon his election Mr. Desai was appointed to the Compliance & Regulatory and Risk Management & Capital Committees of the Board.

"We are pleased to welcome Mihir to our Board of Directors," said Chairperson David M. Brunelle. "Mihir’s work at Harvard and extensive business experience will provide important insight, context and perspectives to our Board.”

“Berkshire, and all of our stakeholders will benefit greatly from Mihir’s expertise and wisdom.  His understanding of the principals of finance in improving human lives will strengthen our Board and his commitment to making finance more accessible will further enhance our BEST plan as well as support our vision of being a high-performing, leading socially responsible community bank in New England and beyond," added Berkshire Bank CEO Nitin Mhatre.

Mihir A. Desai

Mr. Desai, 53, is the Mizuho Financial Group Professor of Finance at Harvard Business School, and Professor of Law at Harvard Law School. Mr. Desai is an accomplished author and expert in finance and tax policy. His books include the Wisdom of Finance: Discovering Humanity in the World of Risk and Return (longlisted for the 2017 FT/McKinsey Best Business Book of the Year) and How Finance Works: The HBR Guide to Thinking Smart about the Numbers. He is a Research Associate in the National Bureau of Economic Research’s Public Economics and Corporate Finance Programs, and served as the co-director of the NBER’s India program. His research has been cited in leading academic journals and the popular press and has served as the foundation to his several testimonies to the Senate Finance Committee and House Ways and Means Committee. In addition to his work at Harvard University, his professional experiences include CS First Boston, McKinsey & Co., and advising a number of firms and governmental organizations. Mr. Desai received his Ph.D. in political economy from Harvard University, his MBA as a Baker Scholar from Harvard Business School, and a bachelor’s degree in history and economics from Brown University. He currently resides in Cambridge, Massachusetts, and will serve as an independent director.


ABOUT BERKSHIRE HILLS BANCORP
Berkshire Hills Bancorp is the parent of Berkshire Bank, which is transforming what it means to bank its neighbors socially, humanly, and digitally to empower the financial potential of people, families, and businesses in its communities as it pursues its vision of being the leading socially responsible omni-channel community bank in the markets it serves. Berkshire Bank provides business and consumer banking, mortgage, wealth management, and investment services.

Headquartered in Boston, Berkshire has approximately $11.6 billion in assets and operates 106 branch offices in New England and New York, and is a member of the Bloomberg Gender-Equality Index. To learn more, call 800-773-5601 or follow us on Facebook, Twitter, Instagram, and LinkedIn.


MEDIA CONTACT
Alicia Jacobs, AVP Public Relations Officer
Email: communications@berkshirebank.com 

INVESTOR RELATIONS CONTACTS
Kevin Conn, SVP, Investor Relations & Corporate Development
Email: KAConn@berkshirebank.com
Tel: (617) 641-9206

David Gonci, Capital Markets Director
Email: dgonci@berkshirebank.com
Tel: (413) 281-1973