SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) April 25, 2013
AMERISERV FINANCIAL, Inc.
(exact name of registrant as specified in its charter)
Pennsylvania 0-11204 25-1424278
(State or other (commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
Main and Franklin Streets, Johnstown, Pa. 15901
(address or 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-4c))
Form 8-K
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the shareholders of AMERISERV FINANCIAL, Inc. was held on April 23, 2013. At the Annual Meeting, there were present in person or by proxy 13,055,820 shares of the Company’s common stock, representing approximately 68.11% of the total outstanding eligible shares. The proposals considered at the Annual Meeting were voted on as follows:
Proposal #1 The following directors were elected to three year terms expiring in 2016. | Number of Votes Cast For Class III Directors | Withheld | % Voted For |
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Daniel R. DeVos | 12,779,475 | 276,345 | 97.88% |
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Bruce E. Duke, III, M.D. | 12,929,956 | 125,864 | 99.04% |
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Craig G. Ford | 12,776,098 | 279,722 | 97.86% |
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Kim W. Kunkle | 12,618,542 | 437,278 | 96.65% |
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Proposal #2 | FOR | AGAINST | ABSTAIN | % Voted For |
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A waiver of the director age restriction provision of the bylaws with respect to Craig G. Ford, a nominee for election as a director. | 10,570,185 | 2,409,206 | 76,429 | 80.96% |
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Proposal #3 | FOR | AGAINST | ABSTAIN | % Voted For |
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An advisory (non-binding) vote on the compensation of our named executive officers. | 12,514,158 | 434,677 | 106,985 | 95.85% |
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Proposal #4 | EVERY YEAR | EVERY TWO YEARS | EVERY THREE YEARS | ABSTAIN |
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An advisory vote on frequency of future advisory votes on the compensation of our named executive officers. | 11,384,684 | 110,569 | 1,332,333 | 228,234 |
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.
By: /s/Jeffrey A. Stopko
Jeffrey A. Stopko
Executive Vice President
& CFO
Date: April 25, 2013