AmeriServ annual meeting: directors elected, cumulative voting amendment fails, Driver Group litigation pending

AMERISERV FINANCIAL INC /PA/

Three Class I directors (Bloomindale, Hickton, Onorato) elected with >6.4M votes each.
Proposal to eliminate cumulative voting rejected: 4.5M for, 6.7M against, 123K abstain.
Advisory vote on named executive officer compensation passed: 6.7M for, 4.5M against.
Ratification of S.R. Snodgrass P.C. as auditor passed: 11.1M for, 296K against.
Driver Group's nomination invalid per bylaws; preliminary injunction denied; litigation continues.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

AMERISERV FINANCIAL INC /PA/ shareholders approved Election of three Class I director nominees at the 2023-05-26 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-05-26

Exact text from the filing

Proposal 1 – Election of three Class I director nominees of the Company’s board of directors, each to serve until the 2026 annual meeting of shareholders, or until the earlier of their resignation or their respective successors shall have been duly elected and qualified: 1 For Withhold Broker Non-Votes Richard W. Bloomingdale 6,659,737 1,442,147 228,027 David J. Hickton 6,678,799 1,423,084 228,027 Daniel A. Onorato 6,461,812 1,640,071 228,027

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

AMERISERV FINANCIAL INC /PA/ shareholders rejected 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 at the 2023-05-26 meeting.

Proposal: charter amendment
Outcome: failed
Meeting: 2023-05-26

Exact text from the filing

Proposal 2 – 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: 1 For Against Abstain Broker Non-Votes 4,508,083 6,703,941 122,991 228,027

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

AMERISERV FINANCIAL INC /PA/ shareholders approved An advisory vote to approve the compensation of the named executive officers of the Company at the 2023-05-26 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2023-05-26

Exact text from the filing

Proposal 3 – An advisory vote to approve the compensation of the named executive officers of the Company: 1 For Against Abstain Broker Non-Votes 6,686,036 4,453,988 194,991 228,027

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

AMERISERV FINANCIAL INC /PA/ shareholders approved 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, 2023 at the 2023-05-26 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-05-26

Exact text from the filing

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, 2023: 1 For Against Abstain Broker Non-Votes 11,110,840 296,630 155,572 0

View on SEC.gov

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AMERISERV FINANCIAL INC /PA/ filing history →

Source: SEC EDGAR

accession 0001104659-23-066631

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