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BERKSHIRE HILLS BANCORP INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 9, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

On May 8, 2014, the 2014 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 "2014 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, 2014.

As of the close of business of March 13, 2014, the record date for the Annual Meeting, there were a total of 25,100,836 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 Michael P. Daly 17,839,219 1,618,524 3,507,426 Susan M. Hill 17,940,606 1,517,137 3,507,426 Cornelius D. Mahoney 17,521,673 1,936,070 3,507,426 John W. Altmeyer 17,806,767 1,650,976 3,507,426



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 18,699,968 614,987 142,788 3,507,426



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 2014.

For Against Abstain 22,840,562 106,121 18,486 Item 8.01 Other Events



On May 8, 2014, the Company issued a news release announcing the results of the 2014 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 2014 Annual Meeting of Stockholders dated May 8, 2014 2



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Source: Edgar Glimpses


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