AmeriServ Financial Shareholders Elect the Company’s Three Director Candidates at the 2023 Annual Meeting
31 May 2023 - 10:30PM
Business Wire
AmeriServ Financial, Inc. (NASDAQ: ASRV) (“AmeriServ” or the
"Company") today announced that shareholders voted to elect the
Company’s three director candidates – Richard “Rick” W.
Bloomingdale, David J. Hickton and Daniel A. Onorato – at the 2023
Annual Meeting of Shareholders (the “Annual Meeting”). AmeriServ
also issued the following statement:
“In recent months, we have had the opportunity to engage with a
number of shareholders and stakeholders to inform AmeriServ’s
forward-looking initiatives and priorities. We appreciate the
dialogue as well as the support from shareholders at this pivotal
Annual Meeting. As demonstrated by our strong slate of director
candidates, Board refreshment is one of our top priorities as we
continue acting on valuable feedback and strengthening our
governance. We are committed to continually adding fresh
perspectives and new skillsets to our boardroom, particularly as we
navigate changes in the banking sector and execute a strategy to
drive profitable growth over the long-term.”
The results announced today have been tabulated and certified by
the Independent Judges of Election. The Company will file the final
voting results on a Form 8-K with the U.S. Securities and Exchange
Commission (the “SEC”).
About AmeriServ Financial,
Inc.
AmeriServ Financial, Inc. is the parent of AmeriServ Financial
Bank and AmeriServ Trust and Financial Services Company in
Johnstown, Pennsylvania. The Company's subsidiaries provide
full-service banking and wealth management services through 17
community offices in southwestern Pennsylvania and Hagerstown,
Maryland. The Company also operates loan production offices in
Altoona and Monroeville, Pennsylvania. On March 31, 2023, AmeriServ
had total assets of $1.346 billion and a book value of $6.18 per
common share. For more information, visit www.ameriserv.com.
Forward Looking
Statements
This press release contains forward-looking statements as
defined in the Securities Exchange Act of 1934, as amended, and is
subject to the safe harbors created therein. Such statements are
not historical facts and include expressions about management's
confidence and strategies and management's current views and
expectations about new and existing programs and products,
relationships, opportunities, technology, market conditions,
dividend program, and future payment obligations. These statements
may be identified by such forward-looking terminology as
"continuing," "expect," "look," "believe," "anticipate," "may,"
"will," "should," "projects," "strategy," or similar statements.
Actual results may differ materially from such forward-looking
statements, and no reliance should be placed on any forward-looking
statement. Factors that may cause results to differ materially from
such forward-looking statements include, but are not limited to,
unanticipated changes in the financial markets, the level of
inflation, and the direction of interest rates; volatility in
earnings due to certain financial assets and liabilities held at
fair value; competition levels; loan and investment prepayments
differing from our assumptions; insufficient allowance for credit
losses; a higher level of loan charge-offs and delinquencies than
anticipated; material adverse changes in our operations or
earnings; a decline in the economy in our market areas; changes in
relationships with major customers; changes in effective income tax
rates; higher or lower cash flow levels than anticipated; inability
to hire or retain qualified employees; a decline in the levels of
deposits or loss of alternate funding sources; a decrease in loan
origination volume or an inability to close loans currently in the
pipeline; changes in laws and regulations; adoption, interpretation
and implementation of accounting pronouncements; operational risks,
including the risk of fraud by employees, customers or outsiders;
unanticipated effects of our banking platform; risks and
uncertainties relating to the duration of the COVID-19 pandemic,
and actions that may be taken by governmental authorities to
contain the pandemic or to treat its impact; expense and
reputational impact on the Company as a result of its ongoing proxy
contest and related litigation; and the inability to successfully
implement or expand new lines of business or new products and
services. These forward-looking statements involve risks and
uncertainties that could cause AmeriServ’s results to differ
materially from management's current expectations. Such risks and
uncertainties are detailed in AmeriServ's filings with the SEC,
including our Annual Report on Form 10-K for the year ended
December 31, 2022, filed on March 27, 2023. Forward-looking
statements are based on the beliefs and assumptions of AmeriServ's
management and on currently available information. The statements
in this press release are made as of the date of this press
release, even if subsequently made available by AmeriServ on its
website or otherwise. AmeriServ undertakes no responsibility to
publicly update or revise any forward-looking statement.
Information About the Pending
Litigation in the United States District Court for the Western
District of Pennsylvania
As previously announced, on May 22, 2023, the United States
District Court for the Western District of Pennsylvania (“the
United States District Court”) denied the motion for preliminary
injunction filed by Driver Opportunity Partners I LP (together with
Driver Management Company LLC and its affiliates, the “Driver
Group”) to enjoin the Company from holding the Annual Meeting until
after a court decision on the Driver Group’s claims relating to the
Company’s rejection of the Driver Group’s documents (the “Purported
Nomination Notice”) submitted to the Company purporting to provide
qualifying and timely notice of its intent to nominate three
director candidates (collectively, the “Purported Driver Nominees”)
for election at the Annual Meeting. The Company had notified Driver
that the Purported Nomination Notice was invalid due to its failure
to comply with the Company’s bylaws as a result of certain material
omissions and other material deficiencies. Because the Company had
rejected the Purported Nomination Notice, as disclosed in the
Company’s proxy statement for the Annual Meeting, proxies submitted
to the Driver Group and voted in favor of the Purported Driver
Nominees were not recognized or tabulated at the Annual Meeting.
Proxies submitted to the Driver Group on matters other than the
election of directors were recognized and tabulated at the Annual
Meeting. Litigation regarding the Company’s rejection of the
Purported Nomination Notice remains pending in the United States
District Court.
Subject to and without limitation of the foregoing, the Company
will file the final voting results with respect to the Annual
Meeting, as tabulated by the Independent Judges of Election, on a
Form 8-K with the SEC.
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Longacre Square Partners Greg Marose / David Reingold
jgermani@longacresquare.com / dreingold@longacresquare.com
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