UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 28, 2020

 

 

 

AMERISERV FINANCIAL, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Pennsylvania

 

0-11204

 

25-1424278

(State or Other Jurisdiction

of Incorporation)

 

 

(Commission

File Number)

 

 

(I.R.S. Employer

Identification No.)

 

   

Main & Franklin Streets

  Johnstown, Pennsylvania 

  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

8.45% Beneficial Unsecured Securities, Series A

(AmeriServ Financial Capital Trust I)

ASRVP 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 (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 28, 2020. At the Annual Meeting, there were present in person or by proxy 14,592,492 shares of the Company’s common stock, representing approximately 85.72% 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

  FOR    

 

WITHHELD

    BROKER
NON-VOTES
    % Voted For  
                         
Election of Class I directors for three year terms expiring in 2023.                        
                         
Allan R. Dennison     8,863,842       1,127,263       4,601,387       88.72 %
Sara A. Sargent     8,808,239       1,182,866       4,601,387       88.16 %

  

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.     14,404,448       129,918       58,126       0       98.71 %

  

Proposal #3   FOR     AGAINST     ABSTAIN     BROKER
NON-VOTES
    % Voted For  
                               
An advisory (non-binding) vote on the compensation of the named executive officers.     8,653,517       1,245,417       92,171       4,601,387       86.61 %

  

Item 7.01 Regulation FD Disclosure

 

AmeriServ Financial, Inc. posted a new investor presentation on its Investor Relations website at http://investors.ameriserv.com/Presentations. 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.

 

 

 

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.

 

  AMERISERV FINANCIAL, INC.
     
Dated:  April 29, 2020 By: /s/ Michael D. Lynch  
    Michael D. Lynch
    SVP & CFO