Berkshire Hills Bancorp, Inc. (BBT) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Berkshire Hills Bancorp, Inc. Our host for today's call is Richard Marotta, CEO. [Operator Instructions] I would now like to turn the call over to your host, Mr. Marotta. You may begin.

Good afternoon. I'm Richard Marotta, President and Chief Executive Officer of Berkshire Hills Bancorp. It is my pleasure, on behalf of the directors and officers of Berkshire Hills and Berkshire Bank, to extend you a warm welcome and express our appreciation to you for attending this virtual meeting. Each of you has already been supplied with access to our proxy statement and annual report. And the agenda and rules of conduct governing this meeting are posted on the virtual meeting web page. Please note that no audio recordings of this meeting are permitted. Also, shareholders who have questions pertaining to the matters before the meeting may enter them in the panel on their screens at this time. Any questions that will be held in queue will be responded to as practicable during the meeting. If you have technical difficulties, please call the telephone number located on the virtual meeting web page, and a technician will assist you. At this time, I would like to ask our Corporate Secretary and General Counsel, William Gordon Prescott, to lead the next portion of our annual meeting.

Thank you, Richard. Before we proceed, I'll comment a little more about the meeting logistics. Shareholders can vote and pose questions about meeting proposals through their virtual meeting web page. The main audio will be from Mr. Marotta and me. Additionally, we have an audio line available for our CFO, Jamie Moses; and our Capital Markets Director, David Gonci, if their assistance is needed during the meeting. Moving forward, the principal business of this annual meeting are the following 3 proposals. Proposal #1 is the election of the 13 nominees for director named in the proxy statement, each to serve a 1-year term or until their successors are duly elected and qualified. Proposal #2 is a nonbinding advisory vote to approve our executive compensation as described in the proxy statement. And proposal #3 is the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. And we're also pleased to let you know that members of our Board of Directors are also in virtual attendance at this annual meeting. At this time, I can confirm as Corporate Secretary that the notice of this meeting has been sent to all shareholders entitled to vote at this meeting. In addition, resolutions were adopted by the Board of Directors of Berkshire Hills, providing for the meeting to be held virtually at this time and date and directing that notice be given as provided in the bylaws. The Board also fixed March 19, 2020, as the record date for determining persons entitled to notice of and to vote at this annual meeting. I would now like to introduce Mr. Terence Hassett, who has been appointed to serve as the inspector of election. Mr. Hassett, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present?

Yes. There were 50,201,987 shares entitled to vote as of the March 19, 2020, record date. The Proxy Committee of the Board of Directors is acting as proxy and representative of the holders of record of 44,169,235 shares of the common stock of the company at this meeting. Since this is more than 50% of the outstanding shares of Berkshire Hills Bancorp, Inc. entitled to vote, a quorum is present for the transaction of business.

Thank you, Mr. Hassett. On the basis of my report as the Corporate Secretary and Mr. Hassett's report as the inspector of election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. The polls for voting on all matters are hereby opened at this time, 3:07 p.m. Eastern Time. The proxies solicited by the Board of Directors and the votes cast during the meeting will be tallied at one time even though they contain 3 matters for consideration. When the presentation of one item is finished, I will move on to the next. At the conclusion of the presentation of all 3 matters being considered, we will entertain any questions on the proposals and then take the vote. For questions by shareholders on -- any questions by shareholders on the 3 matters being considered should be entered now into the panel on your screens, and they will be held in queue. If you have already voted, there is no need for you to recast your vote. If you have not yet voted, you may vote now until the polls are closed. There were no shareholder nominations or proposals for business for this meeting properly filed. So the business of this meeting is limited to the 3 proposals in the agenda and published proxy materials. The first proposal to be considered is the election of 13 directors. The Board of Directors nominated Baye Adofo-Wilson; Rheo A. Brouillard; David M. Brunelle; Robert M. Curley; John B. Davies; J. Williar Dunlaevy; William H. Hughes III; Cornelius D. Mahoney; Richard M. Marotta; Dr. Sylvia Maxfield; Laurie Norton Moffatt; Jonathan I. Shulman and D. Jeffrey Templeton, each to serve as a director for a 1-year term. All nominees are presently directors of the company and the bank. Additional information concerning the principal occupations of the director nominees, their professional experience, skills and expertise, their service with Berkshire Hills and Berkshire Bank, their service to the communities that are served by the company and the bank and other matters that may be of interest are contained in the proxy statement. The second proposal to be considered is a nonbinding advisory vote to approve the compensation paid to our executive officers as described in our proxy statement. Information about executive compensation is contained in the proxy statement, including the compensation, discussion and analysis section, the compensation tables and the narrative discussion. Third and final proposal to be considered is the ratification of the appointment of Crowe LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. Representatives of Crowe LLP are in attendance at this virtual meeting and will be available to answer any questions related to their engagement. Mr. Gonci, do we have any questions for the meeting?

There have been no questions received pertaining to the matters of this meeting.

Thank you, Mr. Gonci. As there are no questions, we will now take the vote on each proposal. The nominations for director are already before the meeting, so no further action with respect to them is required. We shall now proceed to take the vote for the election of directors and the other proposals before the shareholders. Will the shareholders who desire to cast their vote at this virtual meeting please do so now? If you have already submitted your proxy and do not wish to change your vote, there is no need to vote right now. We will pause for 1 minute to allow the completion of any voting at this time. [Voting]

The polls for voting on the matters before this meeting are hereby closed. Mr. Hassett, please confirm when your vote tally as the inspector of election is complete.

The vote tally is complete.

Thank you. Mr. Hassett, would you now present your report on the vote?

Yes. From a preliminary count of the votes cast at today's meeting, the 13 nominees named in the proxy statement each to serve a 1-year term or until their successors are duly elected and qualified all received more than a plurality of votes cast at today's meeting. The advisory nonbinding proposal to approve the company's executive compensation, as described in the proxy statement, received the affirmative vote of at least a majority of the shares cast at today's meeting. The proposal to ratify the appointment of Crowe LLP as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2020, received the affirmative vote of at least the majority of the shares cast at today's meeting.

Thank you, Mr. Hassett. Based on the preliminary report of the inspector of election, all of the directors nominated by the Board have been duly elected to a 1-year term, the shareholders have approved the company's executive compensation as described in the proxy statement, and the appointment of Crowe LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified. Final results of the voting by shareholders at this annual meeting will be promptly tabulated and filed with the SEC in a current report on Form 8-K. Richard, back to you.

Thank you, Gordon. The preliminary report of the inspector of election is accepted as presented. Mr. Prescott, please safeguard the ballots, proxies and the oath and certificate and report of the inspector of election and maintain them among the records of the company. Before I close the meeting, I'd like to offer our thanks to 2 directors who are completing their service at this time, Bill Ryan and Pam Massad. As you know, Bill served as Board Chair for 5 years. I want to thank him for his leadership, friendship and tremendous contributions to Berkshire Bank and to the community banking over his long career as an industry leader. Pam joined our Board in 2017 and has contributed strongly based on her years of bank governance experience and her close connections to Worcester and Eastern Massachusetts markets. I want to thank all of you for attending today's virtual meeting and for the interest you have shown in the affairs of the company. This meeting is adjourned.

This now concludes the meeting. Thank you for joining, and have a pleasant day.