Current Report Filing (8-k)

Date : 04/25/2019 @ 4:00PM
Source : Edgar (US Regulatory)
Stock : AmeriServ Financial Inc (ASRV)
Quote : 4.19  0.0326 (0.78%) @ 9:13PM

Current Report Filing (8-k)










FORM 8-K  





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): April 23, 2019





(Exact Name of Registrant as Specified in Charter)  











(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)


Main & Franklin Streets

Johnstown, Pennsylvania  

(Address of Principal Executive Offices)   (Zip Code)


Registrant’s Telephone Number, Including Area Code (814) 533-5300



(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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).


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 5.07 Submission of Matters to a Vote of Security Holders.


The annual meeting of the shareholders of AmeriServ Financial, Inc. was held on April 23, 2019. At the Annual Meeting, there were present in person or by proxy 15,863,041 shares of the Company’s common stock, representing approximately 90.09% of the total outstanding eligible shares. The proposals considered at the Annual Meeting and the voting results on each matter were as follows:


Proposal #1


Election of Class III directors for three year terms expiring in 2022.





      BROKER NON-VOTES       % Voted For          
Craig G. Ford     9,577,325       1,392,387       4,893,329       87.31%        
Kim W. Kunkle     9,575,837       1,393,875       4,893,329       87.29%        
Jeffrey A. Stopko     9,786,575       1,183,137       4,893,329       89.21%        


Proposal #2     FOR       AGAINST       ABSTAIN       BROKER NON-VOTES       % Voted For  
Ratification of the appointment of S.R. Snodgrass PC as our independent registered public accounting firm.     15,493,501       209,746       159,794       0       97.67%


Proposal #3     FOR       AGAINST       ABSTAIN       BROKER NON-VOTES       % Voted For  
Waiver of the director age restriction provision of the bylaws with respect to Craig G. Ford.     9,653,634       1,120,632       195,446       4,893,329       88.00%


Proposal #4     FOR       AGAINST       ABSTAIN       BROKER NON-VOTES       % Voted For  
An advisory (non-binding) vote to approve the compensation of the named executive officers.     10,253,066       592,231       124,415       4,893,329       93.46%


Proposal #5     3 YEARS       2 YEARS       1 YEAR       ABSTAIN       BROKER NON-VOTES  
An advisory vote on the frequency of future advisory votes on the compensation of the named executive officers.     2,363,246       104,416       8,401,855       100,195       4,893,329  


Based on the voting results of Proposal #5, and consistent with the recommendation of the Board of Directors, the Company intends to include the advisory vote on the compensation of the Company’s named executive officers every year.


Item 7.01 Regulation FD Disclosure


AmeriServ Financial, Inc. posted a new investor presentation on its Investor Relations website at This investor presentation, attached as Exhibit 99.1 hereto and incorporated herein by reference, is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for any purpose.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits:


99.1 Slide presentation utilized at the Annual Shareholders meeting.







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.


 Dated:  April 25, 2019 By: /s/ Michael D. Lynch  
      Michael D. Lynch
      SVP & CFO







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