Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 9, 2024


			PEOPLES BANCORP INC.
			(Exact name of Registrant as specified in its charter)

Ohio

000-16772

31-0987416

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation)

Number)

Identification Number)

138 Putnam Street, PO Box 738

Marietta,

Ohio

45750-0738

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(740)

373-3155


			Not applicable
			(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-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, without par value	PEBO	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Tara M. Abraham and James S. Huggins from Board of Directors

On February 6, 2024, and on February 7, 2024, James S. Huggins and Tara M. Abraham, respectively, informed Peoples Bancorp Inc. (“Peoples”) of their decisions to retire from the Board of Directors of Peoples and the Board of Directors of Peoples’ banking subsidiary, Peoples Bank, effective when their current terms end on April 25, 2024. Peoples’ press release announcing the retirements is attached as Exhibit 99 to this Current Report of Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

a) - c)

Not applicable

d) Exhibits

See Index to Exhibits below.

INDEX TO EXHIBITS


Exhibit Number						Description
99						Press Release by Peoples Bancorp Inc. on February 9, 2024 announcing the retirements of James S. Huggins and Tara M. Abraham from the Boards of Peoples Bancorp Inc. and Peoples Bank.

SIGNATURES

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.

PEOPLES BANCORP INC.

Date:

February 9, 2024

By:/s/

KATIE BAILEY

Katie Bailey

Executive Vice President,
Chief Financial Officer and Treasurer


P.O. BOX 738 - MARIETTA, OHIO - 45750	NEWS RELEASE
www.peoplesbancorp.com

FOR IMMEDIATE RELEASE	Contact:	Chuck Sulerzyski
February 9, 2024		President and CEO
		(740) 374-6163

PEOPLES BANCORP INC. ANNOUNCES DIRECTOR RETIREMENTS

_____________________________________________________________________

MARIETTA, Ohio - Peoples Bancorp Inc. (“Peoples”) (NASDAQ: PEBO) today announced that Tara M. Abraham and James S. Huggins plan to retire from the Board of Directors (“Board”) of Peoples and the Board of Directors of Peoples’ banking subsidiary, Peoples Bank, effective when their current terms end on April 25, 2024. Ms. Abraham and Mr. Huggins have each served on the Boards of Directors of Peoples and Peoples Bank since 2012. Ms. Abraham is a member of the Compensation, Governance and Nominating, and Risk Committees of the Board. Mr. Huggins is a member of the Audit, Executive, and Risk Committees of the Board, and he has served as Chairman of the Risk Committee since 2017. Both Ms. Abraham and Mr. Huggins are also members of the Trust Committee of the Board of Directors of Peoples Bank

Commenting on the retirements, Peoples’ Chairman of the Board, Susan D. Rector, said, “On behalf of the Board of Directors, I want to thank Tara and Jim for their years of dedicated service and many valuable contributions to the success of Peoples. We wish them both continued personal and professional success in the future.”

Chuck Sulerzyski, Peoples’ President and Chief Executive Officer, said, “On behalf of all the associates of Peoples, I would like to thank Tara and Jim for the leadership they have provided the company during their tenure as directors, a time during which Peoples has experienced significant growth, both organically and through acquisitions.”

Peoples is a diversified financial services holding company and makes available a complete line of banking, trust and investment, insurance and premium financing solutions through its subsidiaries. Peoples Bank has been headquartered in Marietta, Ohio, since 1902. Peoples has established a heritage of financial stability, growth and community impact. Peoples had $9.2 billion in total assets as of December 31, 2023, and 149 locations, including 133 full-service bank branches in Ohio, Kentucky, West Virginia, Virginia, Washington D.C., and Maryland. Peoples is a member of the Russell 3000 index of U.S. publicly-traded companies. Learn more about Peoples at www.peoplesbancorp.com.

END OF RELEASE

Cover	Feb. 09, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 09, 2024
Entity Registrant Name	PEOPLES BANCORP INC.
Entity Incorporation, State or Country Code	OH
Entity File Number	000-16772
Entity Tax Identification Number	31-0987416
Entity Address, Address Line One	138 Putnam Street, PO Box 738
Entity Address, City or Town	Marietta,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45750-0738
City Area Code	(740)
Local Phone Number	373-3155
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares, without par value
Trading Symbol	PEBO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000318300
Amendment Flag	false