Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
21 Febbraio 2024 - 10:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act
of 1934
Date of Report (Date of
earliest event reported) February 21, 2024
AmeriServ Financial, Inc.
(exact name of registrant
as specified in its charter)
Pennsylvania |
|
0-11204 |
|
25-1424278 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
Main and Franklin Streets, Johnstown, PA |
15901 |
(address of 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)
x 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-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
Of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange On Which Registered |
Common Stock |
|
ASRV |
|
The NASDAQ Stock Market LLC |
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).
Emerging
growth company ¨
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
The
2024 annual meeting of shareholders or any adjournments
or postponements thereto (the “Annual Meeting”) of AmeriServ Financial, Inc. (the
“Company”) is scheduled to be held on Tuesday, August 20, 2024, in a manner and at a time and location to be announced.
Because
the date of the Annual Meeting will be held more than thirty days after the anniversary of the Company’s 2023 annual
meeting of shareholders, in accordance with the Company’s amended and restated bylaws (the “Bylaws”),
in order for shareholders to bring any business before the Annual Meeting or to nominate
a person for election to the Company’s board of directors at the Annual Meeting, such shareholder
must submit timely notice thereof to the Company. Such notice must be received at the Company’s principal executive offices not
later than the close of business on February 26, 2024, which is the fifth day following the disclosure of the date of the Annual
Meeting. All such shareholder nominations and shareholder proposals must conform to the
applicable requirements of the Bylaws, the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and other applicable law.
In
addition, shareholder proposals intended for inclusion
in the Company’s proxy statement for the Annual Meeting pursuant to Rule 14a-8
under the Exchange Act, must be received at the Company’s principal executive offices no later than the close of business on Monday,
March 4, 2024, which the Company believes is a reasonable time before it begins to print and mail its proxy materials for the Annual
Meeting. Such shareholder proposals must also comply with the other requirements of Rule 14a-8 in order
to be eligible for inclusion in the Company’s proxy statement for the Annual Meeting.
All
shareholder nominations and shareholder proposals are
be directed to: “AmeriServ Financial, Inc., P.O. Box 430, Johnstown, Pennsylvania 15907, Attention: Non-Executive Chairperson.”
With
respect to any shareholder nominations and shareholder proposals previously submitted with respect to the Annual Meeting, such
items (i) do not need to be re-submitted to the Company in order to be considered timely and received by February 26, 2024 and
(ii) remain subject to the Company’s review for compliance with the applicable requirements of the Bylaws, the rules and
regulations promulgated under the Exchange Act and other applicable law, as applicable.
Important Additional Information
The Company
intends to file a proxy statement and GOLD proxy card with the U.S. Securities and Exchange Commission (the “SEC”)
in connection with the Annual Meeting and, in connection therewith, the Company, its directors and certain of its executive officers
will be participants in the solicitation of proxies from the Company’s shareholders in connection with such meeting. SHAREHOLDERS
OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING GOLD PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. The
Company’s definitive proxy statement for the 2023 annual meeting of shareholders contains information in the section entitled
“Security Ownership of Directors and Management” regarding the direct and indirect interests, by security holdings or otherwise,
of the Company’s directors and executive officers in the Company’s securities. Supplemental information regarding their holdings
of the Company’s securities can be found in the SEC filings on Forms 3, 4, and 5, which are available through the SEC’s website
at www.sec.gov. Information can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31,
2023 (when it becomes available). Updated information regarding the identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with
the SEC in connection with the Annual Meeting. Shareholders will be able to obtain the definitive proxy statement, any amendments or
supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov.
Copies will also be available at no charge at the Company’s website at http://investors.ameriserv.com/sec-filings/documents.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
104 Cover
Page Interactive Data File (embedded within the Inline XBRL document).
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.
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AMERISERV FINANCIAL, Inc. |
|
|
|
Date: February 21, 2024 |
By |
/s/ Michael D. Lynch |
|
|
Michael D. Lynch |
|
|
EVP & CFO |
Grafico Azioni AmeriServ Financial (NASDAQ:ASRV)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni AmeriServ Financial (NASDAQ:ASRV)
Storico
Da Nov 2023 a Nov 2024