Business
AmeriServ Financial Files Lawsuit Against Driver Management to Protect the Company and All Stakeholders
Acts to Prevent Driver from Waging a Costly, Distracting and Illegal Proxy Contest Reiterates Driver’s Purported Notice of Nomination is Materially Deficient
About this update from Ameriserv Financial Inc.
[{"type":"text","content":"\nActs to Prevent Driver from Waging a Costly, Distracting and Illegal Proxy Contest\n\nReiterates Driver’s Purported Notice of Nomination is Materially Deficient and Fails to Comply with the Company’s Bylaws, Especially with Regard to Disclosing Conflicts of Interest\n\n JOHNSTOWN, Pa.--(BUSINESS WIRE)--\nAmeriServ Financial, Inc. (“AmeriServ” or the \"Company\") (NASDAQ: ASRV) today announced that it has filed a lawsuit in the Court of Common Pleas of Cambria County, Pennsylvania, against Driver Opportunity Partners I LP (“Driver”), its founder and managing member, J. Abbott R. Cooper, and Driver’s purported director nominees Julius “Izzy” Rudolph and Brandon L. Simmons. The lawsuit seeks declaratory judgement that Driver’s purported notice of intent to nominate director candidates (the “Purported Notice”) at the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”) is invalid and that Driver be enjoined from soliciting proxies in connection with the Annual Meeting.\n\nAs previously announced, AmeriServ’s Board of Directors (the “Board”) determined that the Purported Notice contains material defects, including omitting that one nominee’s family members have sizable financial relationships with the Company. Additionally, Driver’s purported nomination of Mr. Cooper does not comply with the Company’s interlocks bylaw that prohibits Board members and nominees from, among other things, maintaining concurrent directorships at other depository institutions. Based on publicly available information, Mr. Cooper is becoming a director of New York-based The First of Long Island Corporation, the parent company of The First National Bank of Long Island.1\n\nAmeriServ is bringing this action to protect the Company and its stakeholders, including all shareholders. The Board believes allowing Driver to disregard AmeriServ’s bylaws and run a costly, distracting proxy contest to advance what appears to be its own short-term agenda runs counter to shareholders’ best interests. When deciding to authorize this action, the Board took into account Driver’s explicit threat to imminently sue AmeriServ2 and Driver’s history of using litigation to advance its own economic interests at the expense of its fellow shareholders.3\n\nAmeriServ looks forward to engaging with shareholders and supporting its refreshed slate of director candidates f...