UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Form 8-K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 20, 2024, AmeriServ Financial, Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s shareholders voted on a proposal, as approved and recommended by the Company’s board of directors, to amend the Company’s amended and restated articles of incorporation (the “Articles of Incorporation”) to eliminate the ability to exercise cumulative voting in director elections. As of the time of the 2024 Annual Meeting, shareholder votes, as further described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2024, were sufficient to approve the foregoing proposal.
As a result of the shareholders’ approval of the proposal, effective August 22, 2024, the Company has amended Article 6 of the Articles of Incorporation as described in Appendix A of the Company’s definitive proxy statement dated July 19, 2024 to eliminate cumulative voting in director elections.
The foregoing summary of the amendment to the Articles of Incorporation does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment to the Amended and Restated Articles of Incorporation and the Amended and Restated Articles of Incorporation, copies of which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
3.1 |
3.2 | Amended and Restated Articles of Incorporation of AmeriServ Financial, Inc. as of August 22, 2024. |
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.
AMERISERV FINANCIAL, Inc. | ||
Date: August 26, 2024 | By | /s/ Jeffrey A. Stopko |
Jeffrey A. Stopko | ||
President & CEO | ||