Current Report Filing (8-k)
31 Mayo 2023 - 3:32PM
Edgar (US Regulatory)
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2023-05-26
2023-05-26
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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) May 26, 2023
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 2023 annual meeting of shareholders
(the “Annual Meeting”) of AmeriServ Financial, Inc. (the “Company”) held on May 26, 2023, the shareholders
voted on the four proposals set forth below and as further described in the Company’s definitive proxy statement dated April 26,
2023. 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 I director nominees of the Company’s board of directors, each to serve until the 2026 annual meeting of shareholders,
or until the earlier of their resignation or their respective successors shall have been duly elected and qualified:1
| |
For | | |
Withhold | | |
Broker Non-Votes | |
Richard W. Bloomingdale | |
| 6,659,737 | | |
| 1,442,147 | | |
| 228,027 | |
David J. Hickton | |
| 6,678,799 | | |
| 1,423,084 | | |
| 228,027 | |
Daniel A. Onorato | |
| 6,461,812 | | |
| 1,640,071 | | |
| 228,027 | |
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:1
For | |
Against | | |
Abstain | | |
Broker Non-Votes | |
4,508,083 | |
| 6,703,941 | | |
| 122,991 | | |
| 228,027 | |
Proposal 3 – An advisory vote to
approve the compensation of the named executive officers of the Company:1
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
6,686,036 | | |
4,453,988 | | |
194,991 | | |
228,027 | |
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,
2023:1
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
11,110,840 | | |
296,630 | | |
155,572 | | |
0 | |
Note:
| (1) | On May 22, 2023, the United States District Court for the Western District of Pennsylvania (“the United States District
Court”) denied the motion for preliminary injunction filed by Driver Opportunity Partners I LP (together with Driver Management
Company LLC and its affiliates, the “Driver Group”) to enjoin the Company from holding the Annual Meeting until after a court
decision on the Driver Group’s claims relating to the Company’s rejection of the Driver Group’s documents (the “Purported
Nomination Notice”) submitted to the Company purporting to provide qualifying and timely notice of its intent to nominate three
director candidates (collectively, the “Purported Driver Nominees”) for election at the Annual Meeting. The Company had notified
Driver that the Purported Nomination Notice was invalid due to its failure to comply with the Company’s bylaws as a result of certain
material omissions and other material deficiencies. Because the Company had rejected the Purported Nomination Notice, as disclosed in
the Company’s proxy statement for the Annual Meeting, proxies submitted to the Driver Group and voted in favor of the Purported
Driver Nominees were not recognized or tabulated at the Annual Meeting. Proxies submitted to the Driver Group on matters other than the
election of directors were recognized and tabulated at the Annual Meeting. Litigation regarding the Company’s rejection of the Purported
Nomination Notice remains pending in the United States District Court. |
| 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: May 31, 2023 |
By |
/s/ Michael D. Lynch |
|
|
Michael D. Lynch |
|
|
EVP & CFO |
AmeriServ Financial (NASDAQ:ASRV)
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AmeriServ Financial (NASDAQ:ASRV)
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