DEF 14A 1 ny20002418x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a‑12

AMERISERV FINANCIAL, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a‑6(i)(4) and 0‑11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS AND PROXY STATEMENT

AMERISERV FINANCIAL, INC.

P.O. BOX 430

JOHNSTOWN, PENNSYLVANIA 15907‑0430

To Be Held April 26, 2022. Mailed to Security Holders on or about March 22, 2022.

AmeriServ Financial, Inc.

P.O. Box 430

Johnstown, Pennsylvania 15907‑0430

814‑533‑5300

March 22, 2022

Dear Fellow Shareholder:

Due to the continuing public health concerns relating to the coronavirus (COVID‑19) pandemic, and to protect the health and well-being of its shareholders, employees and other stakeholders, the AmeriServ Financial, Inc. 2022 Annual Meeting of Shareholders will be held virtually on April 26, 2022, beginning at 1:30 p.m. Eastern Time. You will not be able to attend the annual meeting physically in person.

Shareholders will be able to attend the meeting online, vote their shares electronically, and submit their questions during the meeting by visiting https://www.virtualshareholdermeeting.com/ASRV2022. Participants are asked to access the webcast approximately 10 to 15 minutes prior to the beginning of the meeting. If you have difficulty accessing the meeting, please call the technical support number that will be posted on the virtual meeting login page. The replay of the meeting will be available at https://investors.ameriserv.com/corporate-profile/ 24 hours after the meeting has concluded. In light of the foregoing, you are urged to consider voting and submitting proxies in advance of the annual meeting using one of the available methods described below.

Additionally, AmeriServ shareholders will be deemed “present” if they access the annual meeting through the virtual platform and they will be able to vote their shares at the annual meeting, or revoke or change a previously submitted vote, through the virtual platform.

The matters to be acted upon at the meeting are:

the election of two Class III director nominees of the board of directors;

ratification of the appointment of S.R. Snodgrass P.C. as our independent registered public accounting firm to audit our books and financial records for the fiscal year ending December 31, 2022;

an advisory vote to approve the compensation of the named executive officers of AmeriServ Financial, Inc.;

such other matters as may properly come before the AmeriServ Financial, Inc. annual meeting or any adjournment thereof.

Your vote is very important to us, and we encourage you to review the enclosed materials. Voting via the Internet or by telephone is fast and convenient, and your vote is immediately tabulated and confirmed. Using the Internet or telephone saves us money by reducing postage and proxy tabulation costs. If you prefer to vote by mail, please sign, date and return the proxy card. Please vote now so that the matters coming before the meeting may be acted upon.

	Respectfully yours,



	Jeffrey A. Stopko
	President & Chief Executive Officer

AmeriServ Financial, Inc.

P. O. Box 430

Johnstown, Pennsylvania 15907‑0430

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the AmeriServ Financial, Inc. 2022 Annual Meeting of Shareholders will be held virtually on April 26, 2022, beginning at 1:30 p.m. Eastern Time. You will not be able to attend the annual meeting physically in person. Shareholders will be able to attend the meeting online by visiting https://www.virtualshareholdermeeting.com/ASRV2022, for the purpose of considering and voting on the following matters:

election of two Class III director nominees of the board of directors, each to serve until the 2025 annual meeting of shareholders, or until the earlier of their resignation or their respective successors shall have been duly elected and qualified (Matter No. 1);

ratification of the appointment of S.R. Snodgrass P.C. as our independent registered public accounting firm to audit our books and financial records for the fiscal year ending December 31, 2022 (Matter No. 2);

an advisory vote to approve the compensation of the named executive officers of AmeriServ Financial, Inc. (Matter No. 3);

such other business as may properly come before the meeting or any adjournment thereof.

Only those shareholders of record at the close of business on February 11, 2022, shall be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof. A proxy statement, a proxy card and a self‑addressed postage prepaid envelope are enclosed. This proxy statement and enclosed proxy card are being mailed to shareholders on or about March 22, 2022. Please complete, sign and date the proxy card and return it promptly in the envelope provided or, if you prefer, vote by telephone or Internet by following the instructions on the proxy card. If you attend the meeting virtually and are a shareholder of record, you may revoke your proxy and vote virtually by following the instructions described in this proxy statement.

This notice, the accompanying proxy statement and form of proxy are sent to you by order of the board of directors.



	Sharon M. Callihan
	Corporate Secretary

Johnstown, Pennsylvania

March 22, 2022

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting to Be Held on April 26, 2022:

Our Proxy Statement on Schedule 14A, form of proxy card, and 2021 Annual Report

on Form 10‑K are available at: https://www.proxyvote.com.

AMERISERV FINANCIAL, INC.

P.O. Box 430

Johnstown, Pennsylvania 15907‑0430

PROXY STATEMENT

GENERAL

Introduction

The board of directors of AmeriServ Financial, Inc. is soliciting proxies for use at our annual meeting of shareholders to be held virtually on April 26, 2022, at 1:30 p.m., Eastern Time, at https://www.virtualshareholdermeeting.com/ASRV2022. You will not be able to attend the annual meeting physically in person. This proxy statement and enclosed proxy card are being mailed to shareholders on or about March 22, 2022. Our annual report for the year ended December 31, 2021, accompanies this proxy statement. The annual report should not be regarded as proxy solicitation material. AmeriServ Financial, Inc. (which is sometimes referred to as “ASRV,” “the company,” “we,” “us” or “our”) is the holding company for AmeriServ Financial Bank doing business as AmeriServ Financial (the “Bank”) and AmeriServ Trust & Financial Services Company (the “Trust Company”).

Solicitation of Proxies

We will bear the cost of soliciting proxies. In addition to the use of the mail, some of our directors and officers may solicit proxies, without additional compensation, in person, by telephone, or by electronic communication. We may make arrangements with banks, brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of shares held by them of record, and we may reimburse them for reasonable expenses they incur.

Attendance at the Virtual Annual Meeting

Only those shareholders of record at the close of business on February 11, 2022 may vote at the virtual annual meeting, and any adjournment or postponement thereof. We believe that a virtual annual meeting of shareholders provides all of the rights and opportunities for shareholders to participate as they would at an in-person meeting, but offers a greater level of flexibility for many of our shareholders who may not be able to attend an annual meeting of shareholders in person.

Our virtual meeting provider, Broadridge Financial Solutions, Inc. which we refer to as “Broadridge,” permits shareholders to ask questions before and during the meeting. Broadridge administers these questions by providing shareholders information regarding (i) time guidelines for their questions, rules around what types of questions are allowed, and rules for how questions and comments will be recognized and disclosed to meeting participants; (ii) procedures, if any, for posting appropriate questions received during the meeting and the company’s answers, on their website as soon as is practical after the meeting; (iii) support in addressing technical and logistical issues related to accessing the virtual meeting platform; and (iv) procedures for accessing live technical support to assist in the event of any difficulties accessing the virtual meeting. We believe our shareholders’ increased opportunity to participate in the annual meeting virtually should assuage any concerns about disenfranchisement of our shareholder base as a result of our transition away from in-person meetings. You will be able to attend the annual meeting online, submit questions, and obtain the information noted above by visiting our annual meeting platform at https://www.virtualshareholdermeeting.com/ASRV2022.

Asking and or Submitting Questions During the Virtual Annual Meeting

Our virtual annual meeting will allow shareholders to submit questions before the meeting and additionally again in real time live during the annual meeting. During a designated question and answer period at the annual meeting, we will respond to appropriate questions submitted by shareholders.

We will answer as many shareholder-submitted questions as time permits, and any questions that we are unable to address during the annual meeting will be answered following the meeting, with the exception of any questions that are irrelevant to the purpose of the annual meeting or our business or that contain inappropriate or derogatory references that are not in good taste. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Requesting Technical Support for the Virtual Meeting Platform

We encourage you to access the annual meeting platform prior to the start time and allow ample time to log into the virtual annual meeting and test your computer system. If you have any questions, including with registration for attendance at the annual meeting, or need technical assistance, please call Broadridge at (844) 986-0822 (toll-free in the U.S. and Canada). Broadridge will have technicians ready to assist shareholders with any difficulties accessing the annual meeting. If you encounter any difficulties accessing or participating in the annual meeting following registration, please call the technical support number that will be listed in the annual meeting access email that pre-registered shareholders will receive approximately one hour prior to the start of the annual meeting.

Our annual meeting platform (https://www.virtualshareholdermeeting.com/ASRV2022) and the Investor page of our website (https://investors.ameriserv.com/corporate-information/documents) have both been updated accordingly with a set of detailed instructions regarding how to ask questions and obtain technical support. You can also e-mail the company at info@ameriserv.com or call Investor Relations at (814) 533-5193 with any additional questions before the annual meeting.

Voting Securities

As of the close of business on the record date, February 11, 2022, there were 17,090,268 shares of common stock, par value $0.01 per share, outstanding. Holders of record of our common stock as of the close of business on the record date are entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof. Except with respect to the election of directors, each shareholder is entitled to one vote for each share held. Holders of our common stock are entitled to cumulate their vote in the election of directors.

The two persons receiving the highest number of votes cast at the annual meeting will be elected as Class III directors (Matter No. 1). The affirmative vote of a majority of the votes cast at the annual meeting is required to approve the ratification of the appointment of S.R. Snodgrass P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Matter No. 2) and the advisory (non‑binding) vote on the compensation of our named executive officers (Matter No. 3).

If any other matters are properly presented for consideration at the annual meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the persons named in the proxy card will have discretion to vote on those matters according to their best judgment to the same extent as the person signing the proxy would be entitled to vote. As of the date of this proxy statement, we do not anticipate that any other matters will be raised at the annual meeting.

Although the advisory vote on the compensation of our named executive officers is non‑binding, as provided by law, our board of directors will review the results of the vote and take it into account in making a determination concerning executive compensation.

If you participate in our Dividend Reinvestment and Common Stock Purchase Plan, the proxy card included with this proxy statement indicates the number of shares registered in your name and the number of shares, including fractional shares, credited to your account in our Dividend Reinvestment and Common Stock Purchase Plan.

If your shares are held in an account at a bank, brokerage firm, broker‑dealer or other similar organization, then you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials from that organization holding your account and, as a beneficial owner, you have the right to instruct your broker, bank, trustee, or nominee how to vote the shares held in your account. If your broker or nominee does not receive specific voting instructions from you at least 10 days before the annual meeting, your broker or nominee may vote your shares on your behalf in their discretion on “routine” matters as determined in accordance with NYSE Rule 452 by The New York Stock Exchange. However, brokers are prohibited from voting on any matter deemed non-routine, which results in a “broker non-vote” for such proposal. A broker non‑vote results on a matter when your broker or nominee returns a proxy but does not vote on a particular proposal because it does not have discretionary authority to vote on that proposal and has not received voting instructions from you on these proposals. A broker non-vote is treated as “present” for purposes of determining the existence of a quorum. We believe that your broker or nominee may not have discretionary voting power with respect to Matters No. 1 and No. 3 to be considered at this meeting because the election of two Class III directors (Matter No. 1) and the approval of the advisory vote on executive compensation (Matter No. 3) are considered non-routine under applicable NYSE rules. A broker non-vote constitutes, in effect, a vote against Matter No. 3 but has no effect on the outcome of Matter No. 1. The ratification of the appointment of S. R. Snodgrass, P.C. as our independent registered public accounting firm (Matter No. 2) is a matter considered routine under applicable NYSE rules. You may not vote shares held in street name at the annual meeting unless you obtain a legal proxy from that organization holding your account.

If you appropriately mark, sign and return the enclosed proxy card or voting instruction card, as the case may be, in time to be voted at the annual meeting, or if you vote by telephone or Internet in accordance with the instructions on the proxy card or voting instruction card, as the case may be, the shares represented thereby will be voted in accordance with your instructions. Signed proxies not marked to the contrary will be voted “FOR” the election of the nominees for our board of directors, “FOR” the ratification of the appointment of S.R. Snodgrass P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2022, and “FOR” an advisory (non‑binding) vote on the compensation of our named executive officers. Proxy holders shall have full discretion and authority to vote for any one or more of such nominees and will vote the shares represented by each proxy so as to maximize the number of nominees elected to our board of directors, except to the extent that a shareholder withholds such authority on such proxy. However, the shares represented by each proxy cannot be voted by the proxy holders for a greater number of nominees than those identified in this proxy statement.

Right of Revocation

You may revoke your proxy and change your vote at any time before the taking of the vote at the annual meeting. If you are the record holder of your shares, you may revoke your proxy in any one of four ways:

•

you may submit a proxy with a later date that is received by us prior to the annual meeting;

•

you may send a written notice, dated later than the proxy, that you are revoking your proxy to our Corporate Secretary at P.O. Box 430, Johnstown, Pennsylvania 15907‑0430 that is received by us prior to the annual meeting;

•

you may vote by telephone or via the Internet using the methods described above, in which case only your latest Internet or telephone proxy submitted prior to the annual meeting will be counted; or

•

you may virtually attend the annual meeting and vote following the instructions previously provided. Simply attending the annual meeting virtually will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you must follow the instructions provided by your broker or bank.

Quorum

Under our bylaws, the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast constitutes a quorum for the transaction of business at the annual meeting. Abstentions and broker non-votes will not constitute or be counted as “votes” cast for purposes of the annual meeting, but will be counted for purposes of determining the presence of a quorum.

Principal Shareholders

Based on filings made under Section 13(d) and Section 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of February 14, 2022, the only persons known by us to be beneficial owners of five percent or more of the outstanding shares of our common stock were as follows:

Name and Address of Beneficial Owner	Amount of Beneficial Ownership		Percent of Common Stock
Dimensional Fund Advisors LP ⁽¹⁾ Building One 6300 Bee Cave Road Austin, Texas 78746		1,296,460		7.6	%

M3 Partners, LP ⁽²⁾ 10 Exchange Place, Suite 510 Salt Lake City, Utah 84111		1,005,267		5.89	%

Tontine Financial Partners, L.P. ⁽³⁾ 1 Sound Shore Drive, Suite 304 Greenwich, CT 06830‑7251		1,054,816		6.18	%

(1)

Includes subsidiaries of Dimensional Fund Advisors LP (collectively, “Dimensional”), four investment companies to which Dimensional furnishes investment advice and certain other commingled fund, group trusts and separate accounts to which Dimensional may serve as investment manager or sub‑adviser. This information is based upon Amendment No. 20 to a Schedule 13G filed on February 8, 2022 with the Securities and Exchange Commission.

(2)

Includes its general partner, M3 Funds, LLC, investment adviser, M3F, Inc., and Jason A. Stock and William C. Waller, each managers of the general partner and the managing directors of the investment adviser. This information is based upon Amendment No. 5 to a Schedule 13G filed on February 14, 2022 with the Securities and Exchange Commission.

(3)	Includes its general partner, Tontine Management, L.L.C., and Jeffrey L. Gendell, who serves as the managing member of the general partner. This information is based upon Amendment No. 2 to a Schedule 13G filed on February 11, 2022 with the Securities and Exchange Commission.

MATTER NO. 1

ELECTION OF ASRV DIRECTORS

General

Under our articles of incorporation, the total number of directors may be determined by either a resolution adopted by a majority vote of the directors then in office or by a resolution adopted by the shareholders at a meeting. The number of directors for 2022 has been set by the board at eight who are not officers of the company or a subsidiary or affiliate of the company plus the President and Chief Executive Officer. Our current director, Craig G. Ford, will retire as a member of our board of directors at our annual meeting. The board has determined that all current members of our board of directors are independent, pursuant to the listing standards of The NASDAQ Global Market (“NASDAQ”), except Mr. Stopko, the current President & Chief Executive Officer of the company who is not independent by reason of his current employment relationship with ASRV. Our board of directors, as provided in our articles of incorporation, is divided into three classes, each being as nearly equal in number as possible. The directors in each class serve a term of three years or until the earlier of their resignation or their respective successors have been elected and qualified. Under our articles of incorporation, a person who is elected to fill a vacancy on the board of directors will serve as a director for the remaining term of office of the class to which he or she was elected.

Nominees and Continuing Directors

The board of directors has fixed the number of directors in Class III at two and has nominated Kim W. Kunkle, and Jeffrey A. Stopko for election as Class III directors, each of whom will serve a three‑year term that will expire at the 2025 annual meeting of shareholders, or until the earlier of their resignation or their respective successors have been duly elected and qualified. Directors Kunkle and Stopko were previously elected by the shareholders at the 2019 annual meeting. The remaining directors will continue to serve in accordance with their previous election, with the terms of the Class I and Class II directors expiring in 2023 and 2024, respectively.

Our bylaws permit nominations for election to the board of directors to be made by the board of directors or by any shareholder entitled to vote for the election of directors. All nominations for directors to be made at the annual meeting by shareholders entitled to vote for the election of directors must be preceded by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to our Non‑Executive Chairman not less than 90 days nor more than 120 days prior to the first anniversary of the date of the previous year’s annual meeting and in compliance with the procedures and with the information required by our bylaws. Such notice must contain, to the extent known, the following information:

•

the name and address of the shareholder who intends to make such nomination (the “Nominating Shareholder”);

•

the name and address of the beneficial owner, if different than the Nominating Shareholder, of any of the shares owned of record by the Nominating Shareholder (the “Beneficial Holder”);

•

the number of shares of each class and series of shares of the company which are owned of record and beneficially by the Nominating Shareholder and the number which are owned beneficially by any Beneficial Holder;

•

a representation that there are (and will be) no undisclosed arrangements and understandings between the Nominating Shareholder and any Beneficial Holder and any other person or persons pursuant to which the nomination is being made;

•

the name and address of the person or persons to be nominated;

•

a representation that the Nominating Shareholder is at the time of giving of the notice, was or will be on the record date for the meeting, and will be on the meeting date a holder of record of shares of the company entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

•

such other information regarding each nominee proposed by the Nominating Shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, by our board of directors;

•

a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Nominating Shareholder’s notice by, or on behalf of, the Nominating Shareholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price exchanges for, or increase or decrease the voting power of the Nominating Shareholder or any of its affiliates or associates with respect to shares of our stock; and

•

the written consent of each nominee to serve as our director if so elected.

The presiding officer of any such shareholder meeting may, in such officer’s sole discretion, refuse to acknowledge the nomination of any person which the presiding officer determines is not made in compliance with the foregoing procedure.

We have not received any properly made notice of nomination for directors from any shareholder in connection with this year’s annual meeting. Any nomination that does not comply with the procedures required by the bylaws, and any vote cast at the annual meeting for any candidate not duly nominated, will be disregarded.

With respect to the election of directors, each shareholder has the right to vote, for each share of our common stock held by the shareholder, such number of votes as shall be equal to the number of directors to be elected, and the shareholder may cast the whole number of votes for one nominee or distribute them among two or more nominees.

Each of the nominees listed is a current member of our board of directors and has expressed his or her willingness to serve. If any of the nominees become unable to accept nomination or election, the persons named in the proxy may vote for a substitute nominee selected by our board of directors. Our management, however, has no present reason to believe that any Class III nominee will be unable to serve as a director, if elected.

The following tables set forth as to each of the nominees for election as a Class III director and as to each of the continuing Class I and Class II directors, his or her age, principal occupation and business experience, the period during which he or she has served as a member of our board of directors, or an affiliate or predecessor, and their current and recent directorships in other public companies. In addition, we briefly describe the particular experience, qualifications, attributes or skills that led our board to conclude that the person should serve as a member of our board of directors. There are no family relationships between any of the listed persons.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTES FOR THE ELECTION OF THE BELOW‑NAMED NOMINEES TO SERVE AS CLASS III DIRECTORS.

Nominees for Election as Class III Directors – Term Expires in 2025

Kim W. Kunkle, 67

Director since: 1994

Other Current Public Company Directorships: None

SEC Form DEF 14A filed by AmeriServ Financial Inc.