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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 |
