Form 8-K - Current report

 

 

UNITED STATES

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 20, 2024

 

AMERISERV FINANCIAL, Inc.

(exact name of registrant as specified in its charter)

 

Pennsylvania		0-11204		25-1424278
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

Main and Franklin Streets, Johnstown, PA	15901
(address of principal executive offices)	(Zip Code)

 

Registrant's telephone number, including area code: 814-533-5300

 

N/A

(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:

 

¨ 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		Name of Each Exchange On Which Registered
Common Stock		ASRV		The NASDAQ Stock Market LLC

 

Indicate by check mark whether 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. ¨

 

 

 

 

 

Form 8-K

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

(a) and (b) Voting Results.

 

At the 2024 annual meeting of shareholders (the “Annual Meeting”) of AmeriServ Financial, Inc. (the “Company”) held on August 20, 2024, the shareholders voted on the four proposals set forth below and as further described in the Company’s definitive proxy statement dated July 19, 2024. These proposals were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below.

 

Proposal 1 – Election of three Class II director nominees of the Company’s board of directors, each to serve until the 2027 annual meeting of shareholders, or until the earlier of their resignation or their respective successors shall have been duly elected and qualified:

 

		For		Withhold		Broker Non-Votes
J. Michael Adams, Jr.		8,253,852		2,685,215		2,651,972
Margaret A. O’Malley		6,516,389		4,422,678		2,651,972
Mark E. Pasquerilla		6,367,400		4,571,667		2,651,972

 

Proposal 2 – Approval and adoption of an amendment to the Company’s Amended and Restated Articles of Incorporation to eliminate the ability to exercise cumulative voting in director elections:

 

For		Against		Abstain		Broker Non-Votes
8,462,302		2,447,696		29,069		2,651,972

 

Proposal 3 – An advisory vote to approve the compensation of the named executive officers of the Company:

 

For		Against		Abstain		Broker Non-Votes
6,081,562		4,777,378		80,127		2,651,972

 

Proposal 4 – Ratification of the appointment of S.R. Snodgrass P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

 

For		Against		Abstain		Broker Non-Votes
12,557,695		924,702		108,642

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits:

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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.

 

	AMERISERV FINANCIAL, Inc.
Date: August 21, 2024	By	/s/ Michael D. Lynch
		Michael D. Lynch
		EVP & CFO

 

 

Cover	Aug. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 20, 2024
Entity File Number	0-11204
Entity Registrant Name	AMERISERV FINANCIAL, Inc.
Entity Central Index Key	0000707605
Entity Tax Identification Number	25-1424278
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	Main and Franklin Streets
Entity Address, City or Town	Johnstown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15901
City Area Code	814
Local Phone Number	533-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ASRV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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