Item 8.01Other events.
On January 17, 2023, Driver Opportunity Partners I LP ("Driver") submitted to
AmeriServ Financial, Inc. (the "Company") a purported notice (the "Notice")
seeking to nominate three candidates to stand for election to the Company's
Board of Directors (the "Board") at the Company's 2023 annual meeting of
shareholders (the "2023 Annual Meeting"). The Board is reviewing the Notice in
order to determine its compliance with applicable requirements for making
director nominations that are set forth in the Company's articles of
incorporation, as amended, and amended and restated bylaws. On January 19, 2023,
the Company sent a letter (the "Letter") to Driver regarding the Notice. A copy
of the Letter is filed with this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
Important Additional Information
The Company intends to file a proxy statement and proxy card with the Securities
and Exchange Commission (the "SEC") in connection with the Company's 2023 annual
meeting of shareholders (the "2023 Annual Meeting") and, in connection
therewith, the Company, certain of its directors and 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 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 2023 ANNUAL
MEETING. The Company's definitive proxy statement for the 2022 annual meeting of
shareholders contains information regarding the direct and indirect interests,
by security holdings or otherwise, of the Company's directors and executive
officers in the Company's securities. Information regarding subsequent changes
to their holdings of the Company's securities can be found in the SEC filings on
Forms 3, 4, and 5, which are available on the Company's website at
http://investors.ameriserv.com/sec-filings/insider-filings or 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, 2021 on file with the SEC.
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 2023 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 9.01Financial Statements and Exhibits.
(d) Exhibits:
99.1 Letter dated January 19, 2023 of AmeriServ Financial, Inc.
104Cover 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: January 19, 2023 By /s/Michael D. Lynch
Michael D. Lynch
EVP & CFO
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