Beacon Financial Corporation (BBT) Proxy filing summary

Executive summary

• Completed a transformative merger of equals between Berkshire Hills Bancorp and Brookline Bancorp, forming Beacon Financial Corporation, now among the top 100 U.S. banks with $23 billion in assets and 2,000 employees across 145 branches in New England and New York.

• The Board is composed of eight directors from each legacy company, ensuring balanced governance and continuity.

• The 2026 Annual Meeting will be held virtually, with voting on director elections, auditor ratification, and executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote to elect 16 directors for one-year terms, ratify KPMG LLP as the independent auditor for 2026, and approve executive compensation on a non-binding basis.

• The Board unanimously recommends voting FOR all nominees and proposals.

• No shareholder proposals were submitted for this meeting; deadlines for 2027 proposals are provided.

Board of directors and corporate governance

• The Board consists of 16 members, 15 of whom are independent under NYSE rules; the Chairman and CEO roles are separated.

• Four standing committees: Audit, Compensation, Corporate Governance and Nominating, and Risk Management, all chaired by independent directors.

• Directors are selected based on integrity, expertise, and diversity of experience; stockholder nominations are permitted under defined procedures.

• Annual stockholder outreach campaigns are planned to solicit feedback on governance and compensation.