UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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).
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| 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 | ||