Berkshire Hills Bancorp (BHLB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to be held virtually for shareholder participation.

• Joint proxy statement/prospectus filed regarding a proposed merger with Brookline Bancorp, Inc.

• Supplemental information provided to address ISS's unfavorable recommendation on the 2025 Stock Option and Incentive Plan.

• No new equity awards will be granted under previous plans from December 16, 2024, through the merger closing if the new plan is approved.

Voting matters and shareholder proposals

• Proposal 3 seeks approval of the 2025 Stock Option and Incentive Plan.

• Board unanimously recommends voting in favor of the equity plan proposal.

• Details provided on how shareholders can change or revoke their proxy votes before the meeting.

Board of directors and corporate governance

• Directors and executive officers of both merging companies may be deemed participants in proxy solicitation.

• Information about directors and executive officers is available in recent SEC filings.