JOHNSTOWN, Pa., May 31, 2023--(BUSINESS WIRE)--AmeriServ Financial, Inc. (NASDAQ: ASRV) ("AmeriServ" or the "Company") today announced that shareholders voted to elect the Company’s three director candidates – Richard "Rick" W. Bloomingdale, David J. Hickton and Daniel A. Onorato – at the 2023 Annual Meeting of Shareholders (the "Annual Meeting"). AmeriServ also issued the following statement:
"In recent months, we have had the opportunity to engage with a number of shareholders and stakeholders to inform AmeriServ’s forward-looking initiatives and priorities. We appreciate the dialogue as well as the support from shareholders at this pivotal Annual Meeting. As demonstrated by our strong slate of director candidates, Board refreshment is one of our top priorities as we continue acting on valuable feedback and strengthening our governance. We are committed to continually adding fresh perspectives and new skillsets to our boardroom, particularly as we navigate changes in the banking sector and execute a strategy to drive profitable growth over the long-term."
The results announced today have been tabulated and certified by the Independent Judges of Election. The Company will file the final voting results on a Form 8-K with the U.S. Securities and Exchange Commission (the "SEC").
About AmeriServ Financial, Inc.
AmeriServ Financial, Inc. is the parent of AmeriServ Financial Bank and AmeriServ Trust and Financial Services Company in Johnstown, Pennsylvania. The Company's subsidiaries provide full-service banking and wealth management services through 17 community offices in southwestern Pennsylvania and Hagerstown, Maryland. The Company also operates loan production offices in Altoona and Monroeville, Pennsylvania. On March 31, 2023, AmeriServ had total assets of $1.346 billion and a book value of $6.18 per common share. For more information, visit www.ameriserv.com.
Forward Looking Statements
This press release contains forward-looking statements as defined in the Securities Exchange Act of 1934, as amended, and is subject to the safe harbors created therein. Such statements are not historical facts and include expressions about management's confidence and strategies and management's current views and expectations about new and existing programs and products, relationships, opportunities, technology, market conditions, dividend program, and future payment obligations. These statements may be identified by such forward-looking terminology as "continuing," "expect," "look," "believe," "anticipate," "may," "will," "should," "projects," "strategy," or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, unanticipated changes in the financial markets, the level of inflation, and the direction of interest rates; volatility in earnings due to certain financial assets and liabilities held at fair value; competition levels; loan and investment prepayments differing from our assumptions; insufficient allowance for credit losses; a higher level of loan charge-offs and delinquencies than anticipated; material adverse changes in our operations or earnings; a decline in the economy in our market areas; changes in relationships with major customers; changes in effective income tax rates; higher or lower cash flow levels than anticipated; inability to hire or retain qualified employees; a decline in the levels of deposits or loss of alternate funding sources; a decrease in loan origination volume or an inability to close loans currently in the pipeline; changes in laws and regulations; adoption, interpretation and implementation of accounting pronouncements; operational risks, including the risk of fraud by employees, customers or outsiders; unanticipated effects of our banking platform; risks and uncertainties relating to the duration of the COVID-19 pandemic, and actions that may be taken by governmental authorities to contain the pandemic or to treat its impact; expense and reputational impact on the Company as a result of its ongoing proxy contest and related litigation; and the inability to successfully implement or expand new lines of business or new products and services. These forward-looking statements involve risks and uncertainties that could cause AmeriServ’s results to differ materially from management's current expectations. Such risks and uncertainties are detailed in AmeriServ's filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 27, 2023. Forward-looking statements are based on the beliefs and assumptions of AmeriServ's management and on currently available information. The statements in this press release are made as of the date of this press release, even if subsequently made available by AmeriServ on its website or otherwise. AmeriServ undertakes no responsibility to publicly update or revise any forward-looking statement.
Information About the Pending Litigation in the United States District Court for the Western District of Pennsylvania
As previously announced, on May 22, 2023, the United States District Court for the Western District of Pennsylvania ("the United States District Court") denied the motion for preliminary injunction filed by Driver Opportunity Partners I LP (together with Driver Management Company LLC and its affiliates, the "Driver Group") to enjoin the Company from holding the Annual Meeting until after a court decision on the Driver Group’s claims relating to the Company’s rejection of the Driver Group’s documents (the "Purported Nomination Notice") submitted to the Company purporting to provide qualifying and timely notice of its intent to nominate three director candidates (collectively, the "Purported Driver Nominees") for election at the Annual Meeting. The Company had notified Driver that the Purported Nomination Notice was invalid due to its failure to comply with the Company’s bylaws as a result of certain material omissions and other material deficiencies. Because the Company had rejected the Purported Nomination Notice, as disclosed in the Company’s proxy statement for the Annual Meeting, proxies submitted to the Driver Group and voted in favor of the Purported Driver Nominees were not recognized or tabulated at the Annual Meeting. Proxies submitted to the Driver Group on matters other than the election of directors were recognized and tabulated at the Annual Meeting. Litigation regarding the Company’s rejection of the Purported Nomination Notice remains pending in the United States District Court.
Subject to and without limitation of the foregoing, the Company will file the final voting results with respect to the Annual Meeting, as tabulated by the Independent Judges of Election, on a Form 8-K with the SEC.
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