Ameriserv Financial Files Definitive Proxy Statement

TL;DR

ASRV proxy statement out - vote on directors & auditors is coming up.

AI Summary

Ameriserv Financial, Inc. (ASRV) filed its definitive proxy statement on July 19, 2024, for its annual meeting of shareholders. The filing outlines the proposals to be voted on, including the election of directors and the ratification of the appointment of its independent registered public accounting firm. Key executive compensation details and other corporate governance matters will also be addressed.

Why It Matters

This filing is crucial for shareholders as it details how their votes will be cast on important company matters, including board elections and executive compensation, directly impacting corporate governance.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not inherently introduce new risks.

Key Players & Entities

• AMERISERV FINANCIAL INC /PA/ (company) — Registrant
• ASRV (company) — Ticker Symbol
• July 19, 2024 (date) — Filing Date
• 20240820 (date) — Conformed Period of Report

FAQ

Key Financial Figures

• $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), at a pe
• $2.38 — ock"), at a per share purchase price of $2.38 per share (the average closing sale pri
• $1,494,647 — iately preceding the Effective Date) or $1,494,647 in the aggregate. Pursuant to the Set
• $1,762,659 — l release by Driver, an amount equal to $1,762,659 (the "Settlement Amount"), which is to
• $20,000 — or other expenses, which were less than $20,000 in the aggregate. 4 INFORMATION ABO

Filing Documents

• tm2418830-2_def14a.htm (DEF 14A) — 870KB
• sg_sharonmcallihan-bw.jpg (GRAPHIC) — 5KB
• bc_neopaidvsnetincome-4clr.jpg (GRAPHIC) — 72KB
• bc_neopaidvstsr-4clr.jpg (GRAPHIC) — 77KB
• px_24ameriservannual01-bw.jpg (GRAPHIC) — 296KB
• px_24ameriservannual02-bw.jpg (GRAPHIC) — 247KB
• 0001104659-24-081025.txt ( ) — 1798KB

From the Filing

DEF 14A 1 tm2418830-2_def14a.htm DEF 14A tm2418830-2_def14a - none - 8.8594011s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 AMERISERV FINANCIAL, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT AMERISERV FINANCIAL, INC. P.O. BOX 430 JOHNSTOWN, PENNSYLVANIA 15907-0430 To Be Held August 20, 2024. Mailed to Security Holders on or about July 19, 2024. AmeriServ Financial, Inc. P. O. Box 430 Johnstown, Pennsylvania 15907-0430 NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS To Our Shareholders: NOTICE IS HEREBY GIVEN THAT the 2024 Annual Meeting of Shareholders and any adjournments or postponements thereto (the "Annual Meeting") of AmeriServ Financial, Inc. (the "Company") is scheduled to be held virtually on August 20, 2024 at 1:30 p.m., Eastern Time, at www.virtualshareholdermeeting.com/ASRV2024. At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters: 1. the election of three Class II director nominees of the Company's board of directors (the "Board"), each to serve until the 2027 annual meeting of shareholders, or until the earlier of their resignation or their respective successors shall have been duly elected and qualified (Matter No. 1); 2. the approval and adoption of an amendment to the Company's Amended and Restated Articles of Incorporation to eliminate the ability to exercise cumulative voting in director elections (the "Articles Amendment") (Matter No. 2); 3. an advisory vote to approve the compensation of the named executive officers of the Company (Matter No. 3); 4. the 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, 2024 (Matter No. 4); and 5. such other business as may properly come before the meeting or any adjournment thereof. The foregoing items of business are more fully described in the proxy statement accompanying this Notice of 2024 Annual Meeting of Shareholders. The Board recommends a vote " FOR " each of the three director candidates named in the accompanying proxy statement and a vote " FOR " each of Matters Nos. 2, 3, and 4 on the enclosed proxy card. The proxy statement and proxy card are first being made available to shareholders on or about July 19, 2024. Only shareholders of record of the Company at the close of business on July 18, 2024 (the "Record Date"), are entitled to notice of and to vote at the Annual Meeting. The Annual Meeting may be adjourned or postponed from time to time. At any adjourned or postponed meeting, action with respect to matters specified in this Notice of 2024 Annual Meeting of Shareholders may be taken without further notice to shareholders, unless required by law or the Company's Amended and Restated Bylaws (the "Bylaws"). Your vote is very important . All shareholders as of the Record Date are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you can submit your proxy by accessing the Internet site described on the proxy card or voting instruction form provided to you or completing, signing, and dating the proxy card or voting instruction form and returning it to the Company in the enclosed envelope, which requires no postage if mailed in the United States. You can complete and submit the enclosed proxy card or voting instruction form even if your shares were sold after the Record Date. The proxy is revocable and will not affect your right to vote if you attend the Annual Meeting virtually. If your shares of common stock are held in a brokerage account or by a bank or other nominee ( i.e. , your shares are held in "street name"), then you will receive voting instructions from the holder of record. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted. We recommend that you instruct your broker, bank, or other nominee to vote your shares on the proxy card. This notice, the accompanying proxy statement and form of proxy are sent to you by order of the Board. Sharon M. Callihan Corporate Secretary Johnstown, Pennsylvania July 19, 2

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View this DEF 14A filing on SEC EDGAR