Item 1.01 Entry into a Material Definitive Agreement

On March 7, 2021, Berkshire Hills Bancorp, Inc. (the "Company") entered into a cooperation agreement (the "Cooperation Agreement") with HoldCo Asset Management, LP ("HoldCo"), an investment adviser which owns approximately 3.3% of the Company's outstanding shares.

Pursuant to the Cooperation Agreement, the Company has agreed to take such actions as are necessary to:





  · Nominate 13 candidates for election as directors of the Company at the
    Company's 2021 Annual Meeting of Shareholders to be held on May 20, 2021 (the
    "2021 Annual Meeting"), including (a) Michael Zaitzeff (Co-Founder and
    Managing Member of VM II LLC, the general partner of HoldCo), (b) one new
    independent director, selected by the Company with the consent of HoldCo (not
    to be unreasonably withheld, conditioned or delayed), that meets certain
    qualifications set forth in the Cooperation Agreement, and (c) 11 current
    members of the Company's Board of Directors;




  · Recommend that the Company's shareholders vote to elect each of the Company's
    nominees at the 2021 Annual Meeting and support the election of Mr. Zaitzeff
    and the new independent director in a manner no less favorable than the
    support it provides to the other director nominees; and




  · If elected by stockholders, appoint Mr. Zaitzeff to the Board of Directors'
    Audit Committee and Risk Management and Capital Committee, and as a non-voting
    observer on the Corporate Governance/Nomination Committee and, if elected by
    stockholders, appoint the new independent director to at least one standing
    committee as determined by the Corporate Governance/Nominating Committee of
    the Board.

Pursuant to the Cooperation Agreement, HoldCo has the right to select (subject to the Company's consent, not to be unreasonably withheld, conditioned or delayed) a substitute independent director not affiliated with HoldCo to replace Mr. Zaitzeff and serve the remainder of his term. Mr. Zaitzeff (or his replacement) is required to resign from the Board under certain conditions, including if HoldCo's ownership of the Company's common stock falls below 2%.

In connection with entering into the Cooperation Agreement, HoldCo irrevocably withdrew its director nomination notice to the Company dated February 19, 2021, pursuant to which it had nominated six candidates, including Mr. Zaitzeff, to the Board of Directors.

For a period of one year from the date of the Cooperation Agreement, which may be extended or earlier terminated in certain circumstances set forth in the Cooperation Agreement (such period, the "Cooperation Period"), HoldCo has agreed to vote all of its shares of common stock in favor of each of the Company's director nominees and otherwise in accordance with the recommendation of the Board of Directors, subject to certain exceptions. HoldCo also agreed to customary standstill, confidentiality and non-disparagement restrictions during the Cooperation Period, subject to certain extensions and early termination upon specified events.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 8.01 Other Events

On March 8, 2021, the Company issued a news release announcing the execution of the Cooperation Agreement and its intention to nominate Mr. Zaitzeff and a second, new independent director to stand for election to its Board of Directors at the Company's 2021 Annual Meeting of Shareholders. A copy of the news release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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.




    99.1     News release dated March 8, 2021.

    10.1     Cooperation Agreement, dated March 7, 2021, by and between Berkshire
           Hills Bancorp, Inc. and HoldCo Asset Management, LP.

     104.1 Cover Page for this Current Report on Form 8-K, formatted in Inline
           XBRL.

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