Business
AmeriServ Financial Discloses That Driver’s Notice of Director Candidate Nominations is Invalid
Activist Fund’s Notice Contains Material Deficiencies and Fails to Comply with Company’s Bylaws, Including Those Pertaining to Conflicts of Interest
About this update from Ameriserv Financial Inc.
[{"type":"text","content":"\nActivist Fund’s Notice Contains Material Deficiencies and Fails to Comply with Company’s Bylaws, Including Those Pertaining to Conflicts of Interest\n\n JOHNSTOWN, Pa.--(BUSINESS WIRE)--\nAmeriServ Financial, Inc. (“AmeriServ” or the \"Company\") (NASDAQ: ASRV) today announced that its Board of Directors (the “Board”) has determined that the notice of intent to nominate directors (the “Notice”) submitted on January 17, 2023 by Driver Management Company LLC, Driver Opportunity Partners I LP and J. Abbott Cooper (collectively, “Driver”) for the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”) is invalid.\n\nThe Notice submitted by Driver contains material defects, including a lack of disclosure pertaining to one director candidate’s immediate family members – one of whom has several commercial mortgage loans with AmeriServ, which in total exceed several million dollars, and another of whom has a personal line of credit with the Company in the amount of $4 million. This disclosure was required to be made by Driver under the Company's clear and unambiguous bylaws, which require that nominating shareholders disclose to the Company certain important information regarding director nominees. Additionally, the Notice’s purported nomination of Mr. Cooper – who is set to become a director of New York-based First of Long Island Corporation – does not comply with AmeriServ’s interlocks bylaw that prohibits Board members and nominees to the Board from, among other things, concurrent directorships with other depository institutions.\n\nAmeriServ’s bylaws exist to protect the interests of the Company and all of its stakeholders, including shareholders, customers and employees. The bylaws are readily available for review and plainly state the requirements a shareholder must meet for valid nominations of director candidates. A copy of AmeriServ’s counsel’s letter to Driver’s counsel, which outlines the aforementioned deficiencies in detail, will be disclosed via a Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).\n\nAmeriServ has sought in good faith to interview Driver’s proposed director candidates and solicit Driver’s views on director refreshment and contemplated governance enhancements. Ultimately, in light of Driver’s unwillingness to engage in a productive and private dialogue, the Board was unabl...