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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): August 26, 2025
BROOKLINE
BANCORP, INC.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
0-23695 |
|
04-3402944 |
| (State or other jurisdiction |
|
(Commission File No.) |
|
(I.R.S. employer |
| of incorporation) |
|
|
|
Identification No.) |
| 131
Clarendon Street, Boston,
Massachusetts |
|
02116 |
| (Address of principal executive offices) |
|
(Zip Code) |
(617)
425-4600
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which
Registered |
| Common Stock, par value of $0.01 per share |
BRKL |
Nasdaq Global Select Market |
Indicate by check mark if the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 26, 2025, Brookline Bancorp, Inc. (the “Company”)
entered into a retention bonus agreement (the “Retention Bonus Agreement”) with Mark J. Meiklejohn, the Company’s Chief
Credit Officer (the “Executive”). The Retention Bonus Agreement is being entered into in connection with the merger of equals
(the “Merger”) between the Company and Berkshire Hills Bancorp, Inc. (“Berkshire”). The Retention Bonus Agreement
is subject to closing of the Merger. Pursuant to the terms of the Retention Bonus Agreement, the Executive will be entitled to receive
a cash retention bonus equal to $720,750, payable in three equal installments with (i) one-third of his retention bonus becoming
earned and payable on the first anniversary of the closing of the Merger, (ii) one-third of his retention bonus becoming earned and
payable on the second anniversary of the closing of the Merger and (iii) one-third of his retention bonus becoming earned and payable
on the third anniversary of the closing of the Merger, in each case, subject to Mr. Meiklejohn’s continued employment through
such date. In the event that the Executive’s employment is terminated by the Company (or, after the closing of the Merger, Berkshire)
without “cause” or by the Executive for “good reason” (as each term is defined in the Retention Bonus Agreement),
the full amount of any unpaid retention bonuses shall accelerate and become payable within 60 days following the date of termination subject
to the Executive’s execution of a release of claims and such release becoming irrevocable; provided, however that the aggregate
amount of each retention bonus will be reduced by the value of any cash severance payments the Executive is eligible to receive in connection
with such termination.
The foregoing description of the Executive Retention Agreement does
not purport to be complete and is qualified in its entirety by reference to the text of the Executive’s Retention Bonus Agreement,
a copy of which is attached to this Current Report on Form 8-K as Exhibits 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
|
Description |
| 10.1 |
|
Retention Bonus Agreement between Brookline Bancorp, Inc. and Mark J. Meiklejohn, dated August 26, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 29, 2025 | Brookline Bancorp, Inc. |
| | | |
| | By: | /S/ Marissa Martin |
| | | Marissa Martin |
| | | General Counsel and Corporate Secretary |
