BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) Files An 8-K Submission of Matters to a Vote of Security Holders

BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item 5.07

Submission of Matters to a Vote of Security
Holders

On May 18, 2017, the 2017 Annual Meeting of Shareholders of
Berkshire Hills Bancorp, Inc. (the Company) was duly held at The
Crowne Plaza Hotel, One West Street, Pittsfield, Massachusetts at
10:00 a.m., local time (the 2017 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 Companys Proxy Statement filed with the Securities
and Exchange Commission on April 7, 2017. The Companys Board of
Directors unanimously recommended a vote FOR Proposals 1, 2, 3
and 5 and FOR the One-Year frequency option under Proposal 4.

As of the close of business of March 20, 2017, the record date
for the 2017 Annual Meeting, there was a total of 35,729,391
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. Except for Proposal 1, abstentions and broker non-votes
(if applicable) were counted only for the purpose of determining
whether a quorum was present but were not treated as votes cast.
Therefore, except for Proposal 1, 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. With regard to Proposal 1,
abstentions and broker non-votes had the effect of a vote AGAINST
Proposal 1.

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 Amendment to the Certificate of Incorporation
to Declassify the Board of Directors

The shareholders approved the proposal regarding the proposed
amendment to the Companys Certificate of Incorporation to
declassify the Board of Directors:

For Against Abstain Broker-Non Votes
28,626,959 101,893 73,232 3,014,904

Proposal 2 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 28,341,038 461,046 3,014,904
Michael P. Daly 28,520,207 281,877 3,014,904
Cornelius D. Mahoney 28,121,254 680,830 3,014,904

Proposal 3 A non-binding proposal to give advisory
approval of the Companys 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
21,576,724 7,158,960 66,400 3,014,904

Proposal 4 A non-binding proposal to give advisory
approval with respect to the frequency that shareholders will
vote on the Company’s executive compensation

The shareholders approved the One-Year frequency optionregarding
the advisory vote on the frequency that shareholders will vote on
the Companys executive compensation:

One Year Two Years Three Years Abstain Broker-Non Votes
23,803,616 68,871 4,858,984 70,613 3,014,904

Proposal 5 Ratification of Appointment of Independent
Registered Public Accounting Firm

The shareholders approved the ratification of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for fiscal year 2017.

For Against Abstain
31,434,243 336,423 46,322


About BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB)

Berkshire Hills Bancorp, Inc. (Berkshire) is a holding company for Berkshire Bank (the Bank) and Berkshire Insurance Group. Berkshire offers a range of deposit, lending, insurance and wealth management products to retail, commercial, not-for-profit and municipal customers in its market areas. Berkshire product offerings also include retail and commercial electronic banking, commercial cash management and commercial interest rate swaps. The Bank’s loan portfolio consists of commercial loans, which include residential mortgages, commercial real estate, commercial and industrial loans, and consumer loans. The Bank’s securities available for sale include municipal bonds and obligations, mortgage-backed securities, other bonds and obligations, and marketable equity securities. As of December 5, 2016, the Bank had 99 full service branch offices in Massachusetts, New York, Connecticut, Vermont, New Jersey and Pennsylvania.

BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) Recent Trading Information

BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) closed its last trading session up +0.20 at 36.85 with 476,735 shares trading hands.

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