STOCK TITAN

AmeriServ Financial (NASDAQ: ASRV) investors reelect board, OK pay and auditor

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AmeriServ Financial, Inc. held its 2026 annual meeting of shareholders on July 23, 2026, where investors voted on three proposals.

Shareholders elected three Class I directors — Richard W. Bloomingdale, David J. Hickton and Daniel A. Onorato — to serve until the 2029 annual meeting, with each receiving more votes for than against and 3,240,506 broker non-votes recorded for each election.

Investors approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of S.R. Snodgrass P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 14,050,718 votes for, 120,453 against and 187,205 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Richard W. Bloomingdale 8,553,976 For votes in Proposal 1 director election at the 2026 annual meeting
Votes for David J. Hickton 8,623,833 For votes in Proposal 1 director election at the 2026 annual meeting
Votes for Daniel A. Onorato 8,487,093 For votes in Proposal 1 director election at the 2026 annual meeting
Broker non-votes on director elections 3,240,506 Broker non-votes recorded for each Class I director election
Votes for say-on-pay proposal 8.217,712 For votes on Proposal 2 advisory approval of named executive officer compensation
Votes for auditor ratification 14,050,718 For votes on Proposal 3 ratifying S.R. Snodgrass P.C. for fiscal year ending December 31, 2026
Votes against auditor ratification 120,453 Against votes on Proposal 3 ratifying S.R. Snodgrass P.C.
Abstentions on auditor ratification 187,205 Abstain votes on Proposal 3 ratifying S.R. Snodgrass P.C.
broker non-votes financial
"each receiving more votes for than against and 3,240,506 broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"Proposal 2 –An advisory vote to approve the compensation of the named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"ratification of the appointment of S.R. Snodgrass P.C. as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Class I director financial
"Election of three Class I director nominees of the Company’s board of directors"
A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did AmeriServ Financial (ASRV) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing three Class I directors, an advisory vote on executive compensation, and ratifying S.R. Snodgrass P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Were AmeriServ Financial (ASRV) director nominees elected at the 2026 annual meeting?

Yes. Three Class I director nominees—Richard W. Bloomingdale, David J. Hickton and Daniel A. Onorato—were elected to serve until the 2029 annual meeting, each receiving more votes for than against, with 3,240,506 broker non-votes for each election.

How did AmeriServ Financial (ASRV) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers. The say-on-pay proposal received more votes for than against, along with abstentions and broker non-votes, indicating overall support for executive pay practices as presented.

Which audit firm did AmeriServ Financial (ASRV) shareholders ratify for fiscal 2026?

Shareholders ratified S.R. Snodgrass P.C. as AmeriServ Financial’s independent registered public accounting firm for the fiscal year ending December 31, 2026, confirming the firm’s appointment to audit the company’s financial statements for that period.

What were the vote totals for AmeriServ Financial (ASRV) auditor ratification in 2026?

The auditor ratification received 14,050,718 votes for, 120,453 votes against and 187,205 abstentions, with no broker non-votes reported. This shows strong shareholder support for retaining S.R. Snodgrass P.C. as the company’s external auditor.
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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 23, 2026

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

(a) and (b)

 

At the 2026 annual meeting of shareholders (the “Annual Meeting”) of AmeriServ Financial, Inc. (the “Company”) held on July 23, 2026, the shareholders voted on the three proposals set forth below and as further described in the Company’s definitive proxy statement dated June 8, 2026. 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 2029 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 
Richard W. Bloomingdale  8,553,976   2,476,370   87,524   3,240,506 
David J. Hickton  8,623,833   2,406,651   87,386   3,240,506 
Daniel A. Onorato  8,487,093   2,546,130   84,647   3,240,506 

 

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

 

For     Against     Abstain     Broker Non-Votes  
8.217,712       2,834,231       65,927       3,240,506  

 

Proposal 3 – 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, 2026:

 

For     Against     Abtain     Broker Non-Votes  
14,050,718       120,453       187,205                  -  

 

 

 

 

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 24, 2026 By /s/ Jeffrey A. Stopko
    Jeffrey A. Stopko
    President, Chief Executive Officer and Chief Financial Officer

 

 

 

Filing Exhibits & Attachments

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