[8-K] AmeriServ Financial Inc Reports Material Event

Rhea-AI Filing Summary

On 29 Jul 2025, AmeriServ Financial, Inc. (NASDAQ: ASRV) filed an 8-K detailing the results of its 2025 annual shareholder meeting.

• Director elections: Amy Bradley and Jeffrey A. Stopko each secured roughly 78% support (8.64–8.66 M for), while Kim W. Kunkle won a slimmer 60% margin (6.57 M for, 4.35 M against).
• Say-on-pay: Executive compensation passed with 6.19 M for versus 4.64 M against and 0.22 M abstentions, reflecting a sizable 43% dissent.
• Say-on-pay frequency: Shareholders overwhelmingly chose annual votes (9.14 M) over 3-year (1.79 M) or 2-year (0.04 M) options; the board adopted an annual schedule.
• Auditor ratification: S.R. Snodgrass P.C. retained with 13.41 M for, 0.16 M against.

No other material items were disclosed.

Positive

• All four proposals passed, ensuring board continuity and auditor stability.
• Shareholders endorsed an annual say-on-pay vote, providing clearer feedback cycles.

Negative

• 43% opposition to executive compensation signals notable shareholder discontent.
• Director Kim W. Kunkle faced 40% ‘against’ votes, pointing to targeted governance concerns.

Insights

Corporate Governance Analyst

TL;DR Votes passed, but 43% say-on-pay opposition and 40% dissent on one director flag governance pressure.

The meeting met all quorum and passage thresholds. Directors Bradley and Stopko received strong support; Kunkle’s 40% «against» signals targeted dissatisfaction. Say-on-pay cleared, yet the elevated 43% opposition is well above the 30% watch-list level used by proxy advisors, potentially prompting board engagement and compensation review. Shareholders endorsed an annual say-on-pay cadence, aligning with ISS recommendations. Auditor ratification was routine at 98% support. Overall impact is neutral, but the pay vote dissent merits monitoring for future proxy seasons.

Institutional Portfolio Manager

TL;DR Routine outcomes, but compensation dissent may hint at execution or alignment concerns.

From an investment standpoint, nothing here changes the fundamental thesis. The board remains intact and the auditor stays, avoiding disruption risk. However, nearly half the votes against executive pay indicate a potential disconnect between performance and rewards; if unresolved, it could escalate into activism or distract management. Until concrete operational impacts emerge, I view the filing as governance housekeeping with a watch-flag on pay practices.

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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) July 29, 2025

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. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) and (b)

At the 2025 annual meeting of shareholders (the “Annual Meeting”) of AmeriServ Financial, Inc. (the “Company”) held on July 29, 2025, the shareholders voted on the four proposals set forth below and as further described in the Company’s definitive proxy statement dated June 16, 2025. 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 III director nominees of the Company’s board of directors, each to serve until the 2028 annual meeting of shareholders, or until the earlier of their resignation or their respective successors shall have been duly elected and qualified:

		For				Against				Abstain				Broker Non-Votes
Amy Bradley			8,642,087				2,381,228				37,314				2,605,968
Kim W. Kunkle			6,568,982				4,350,065				141,582				2,605,968
Jeffrey A. Stopko			8,657,767				2,363,837				39,025				2,605,968

Proposal 2 – An advisory vote to approve the compensation of the named executive officers of the Company:

For				Against				Abstain				Broker Non-Votes
	6,194,419				4,641,996				224,214				2,605,968

Proposal 3 – An advisory vote on the frequency of future advisory votes on the compensation of the named executive officers of the Company:

1 Year				2 Years				3 Years				Abstain				Broker Non-Votes
	9,143,244				36,087				1,794,074				87,224				2,605,968

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, 2025:

For				Against				Abtain				Broker Non-Votes
	13,414,910				158,340				93,347				-

(d)

The Board of Directors has determined that an advisory vote on executive compensation will be presented for a vote by shareholders of the Company at each annual shareholder 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.

	AMERISERV FINANCIAL, Inc.
Date: July 30, 2025	By	/s/ Jeffrey A. Stopko
		Jeffrey A. Stopko
		President & Chief Executive Officer

FAQ

How did ASRV shareholders vote on executive compensation in 2025?

Compensation was approved with 6.19 M for and 4.64 M against, a 57% approval rate.

Which AmeriServ directors were re-elected in 2025?

Amy Bradley, Kim W. Kunkle, and Jeffrey A. Stopko were elected to serve until 2028.

What frequency of say-on-pay did ASRV investors choose?

Shareholders strongly preferred an annual advisory vote (9.14 M votes).

Was AmeriServ's auditor ratified for FY2025?

Yes. S.R. Snodgrass P.C. was ratified with 13.41 M votes in favor.

Did any proposal fail at the AmeriServ 2025 AGM?

No. All four shareholder proposals received sufficient support to pass.