AmeriServ Financial Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Form 8-K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As a result of the approval by the shareholders of AmeriServ Financial, Inc. (the “Company”) of the proposal to amend the Company’s amended and restated articles of incorporation to eliminate the ability to exercise cumulative voting in director elections at the 2024 annual meeting of the Company’s shareholders, on September 19, 2024, the Company amended its bylaws (the “Bylaws”) as follows:
• | Section 1.10 was added to provide for proxy access, allowing eligible shareholders to include their own nominees for director in the Company's proxy materials along with the nominees of the Company’s board of directors. |
• | Section 2.19 was added to (a) provide that directors are elected under a plurality voting standard, pursuant to which nominees who receive the most votes (up to the number of directors to be elected in such election) are elected as directors, and (b) implement a majority voting standard for the election of directors in uncontested director elections. In contested elections, directors would continue to be elected by a plurality vote of shareholders. |
• | Section 2.20 was added to provide for specific mechanisms by which directors may submit their resignations to the Company. |
The foregoing summaries of the amendments to the Bylaws do not purport to be complete and are qualified in their entirety by reference to the Bylaws, a copy of which are attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
3.1Amended and Restated Bylaws of AmeriServ Financial, Inc., as adopted on September 19, 2024.
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: September 23, 2024 | By | /s/Michael D. Lynch |
Michael D. Lynch | ||
EVP & CFO | ||