SECURITIES AND EXCHANGE COMMISSION



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


Form 8-K


Current Report

Pursuant to Section 13 or 15(d) of the Securities Act of 1934


Date of Report (Date of earliest event reported) April 27, 2011


AMERISERV FINANCIAL, Inc.

(exact name of registrant as specified in its charter)


Pennsylvania        0-11204        25-1424278

(State or other     (commission    (I.R.S. Employer

 jurisdiction          File Number)   Identification No.)

of Incorporation)


Main and Franklin Streets, Johnstown, Pa.  15901

(address or principal executive offices)   (Zip Code)


Registrant's telephone number, including area code: 814-533-5300


N/A

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to

simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:


( ) Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)


( ) Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)


( ) Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))


( ) Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4c))













Form 8-K


Item 5.07 Submission of Matters to a Vote of Security Holders.


The annual meeting of the shareholders of AMERISERV FINANCIAL, Inc. was held on April 26, 2011.  At the Annual Meeting, there were present in person or by proxy 13,570,503 shares of the Company’s common stock, representing approximately 63.98% of the total outstanding eligible shares.  The proposals considered at the Annual Meeting were voted on as follows:


Proposal #1


The following directors were elected to three year terms expiring in 2014.

Number of Votes Cast For Class I Directors

Withheld

% Voted For

 

 

 

 

Allan R. Dennison

12,693,166

877,337

93.53%

James M. Edwards, Sr.

12,748,053

822,450

93.94%

Very Rev. Christian R. Oravec

12,732,061

838,442

93.82%

Howard M. Picking, III

12,624,966

945,537

93.03%

Sara A. Sargent

12,583,471

987,032

92.73%

Robert L. Wise

12,697,609

872,894

93.57%

 

 

 

 

Proposal #2

FOR

AGAINST

ABSTAIN

 

 

 

 

The approval of the AmeriServ

 

 

 

Financial, Inc. 2011 Stock

 

 

 

Compensation Plan

12,146,563

1,321,960

101,980

 

 

 

 


 

 

 

Proposal #3

FOR

AGAINST

ABSTAIN

 

 

 

 

An advisory (non-binding) vote on executive compensation


12,323,651


1,136,639


110,213

 

 

 

 


 

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.


By: /s/Jeffrey A. Stopko

Jeffrey A. Stopko

Executive Vice President

& CFO


Date: April 27, 2011