UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed by
the Registrant:
x
Filed by
a Party other than the Registrant:
¨
Check the
appropriate box:
¨
Preliminary
Proxy Statement
¨
Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material Under Rule 14a-12
Peoples Bancorp,
Inc.
(Name of
Registrant as Specified in Its Charter)
N/A
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
x
No fee
required.
¨
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies: N/A
(2) Aggregate
number of securities to which transaction applies: N/A
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): N/A
(4) Proposed
maximum aggregate value of transaction: N/A
(5) Total
fee paid: N/A
¨
Fee
paid previously with preliminary materials: N/A
¨
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement no.:
(3) Filing
Party:
(4) Date
Filed:
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
the Stockholders of PEOPLES BANCORP, INC.
Notice is hereby given that the Annual
Meeting of Stockholders of Peoples Bancorp, Inc. (the “Company”) will be held at
Kent Center, Inc., 215 Scheeler Road, Chestertown, Maryland 21620 at 12:30 p.m.,
local time, on Wednesday, May 26, 2010 for the following purposes:
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1.
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To
vote on the election of the 12 nominees named in the enclosed proxy
statement to the Board of Directors to serve until the 2011 Annual Meeting
and until their successors are duly elected and
qualify.
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2.
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To
ratify the appointment of Rowles & Company, LLP as the Company’s
independent auditors for fiscal year
2010;
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3.
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To
transact such other business as may properly come before the meeting or
any adjournment thereof.
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Stockholders of record at the close of
business on March 1, 2010 will be entitled to notice of and to vote at the
meeting. This proxy statement is accompanied by the Company’s Annual
Report to Stockholders for the year ended December 31, 2009.
All stockholders are cordially invited
to attend the meeting in person. Those who cannot attend are urged to sign, date
and mail promptly the enclosed proxy in the envelope provided for that
purpose. Each of Proposal 1 and Proposal 2 requires the affirmative
vote of holders of a majority of the shares of common stock present and
voting. Whether you own a few or many shares, your proxy is important
in fulfilling this requirement. To assist us with planning the
meeting, please mark the appropriate box on your proxy card as to whether you
plan to attend the meeting in person. Returning your proxy does not
deprive you of your right to attend the meeting and to vote your shares in
person.
By
Order of the Board of Directors,
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Elizabeth
A. Strong
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Secretary
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April 22,
2010
Important
Notice Regarding the Availability of Proxy Materials
For
the Stockholder Meeting to be Held on May 26, 2010:
The
enclosed Proxy Statement, the enclosed form of Proxy, and Peoples Bancorp,
Inc.’s Annual Report to Stockholders (including its Annual Report on Form 10-K)
are available at
http://materials.proxyvote.com/70978T
Information
on this website, other than this Proxy Statement, is not a part of this Proxy
Statement.
P.O.
Box 210, 100 Spring Avenue, Chestertown, Maryland 21620
410-778-3500
/ Fax 410-778-2089
[THIS
PAGE INTENTIONALLY LEFT BLANK]
PEOPLES
BANCORP, INC.
100
Spring Avenue
P.O.
Box 210
Chestertown,
Maryland 21620-0210
PROXY
STATEMENT
FOR
2010
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to
the stockholders of Peoples Bancorp, Inc. (the “Company”) in connection with the
solicitation of proxies by the Board of Directors of the Company to be voted at
the 2010 Annual Meeting of Stockholders. The 2010 Annual Meeting of
Stockholders will be held on Wednesday, May 26, 2010, at 12:30 p.m., local time,
at Kent Center, Inc., 215 Scheeler Road, Chestertown, Maryland 21620, and at any
adjournments thereof. The expense of preparing, printing, and mailing
the proxies and solicitation materials will be borne by the
Company. In addition to solicitations by mail, the Company may
solicit proxies in person or by telephone, and arrange for brokerage houses and
other custodians, nominees, and fiduciaries to send proxies and proxy material
to their principals at the expense of the Company. The approximate
date on which this proxy statement and attached form of proxy are being mailed
to stockholders is April 16, 2010.
At the 2010 Annual Meeting, the
Company’s stockholders will be asked to elect 12 persons named in the enclosed
proxy card to serve on the Company’s Board of Directors until the 2011 Annual
Meeting of Stockholders and until their successors are duly elected and qualify,
and to ratify the appointment of Rowles & Company, LLP as the Company’s
independent auditors for fiscal year 2010.
OUTSTANDING
SHARES AND VOTING RIGHTS
Stockholders of record at the close of
business on March 1, 2010 (the “Record Date”) of issued and outstanding shares
of the Company’s common stock, par value $10.00 per share (“Common Stock”), are
entitled to notice of and to vote at the Annual Meeting. As of the
Record Date, the number of issued and outstanding shares of Common Stock
entitled to vote is 779,512. Each share of Common Stock is entitled
to one vote on each matter presented to stockholders.
The presence, in person or by proxy, of
stockholders entitled to cast a majority of all votes entitled to be cast at the
Annual Meeting shall constitute a quorum. Directors are elected by a
majority of the votes cast at the meeting, so the withholding of a vote with
respect to a director nominee named in Proposal 1 below will have the same
effect as a vote against that nominee but an abstention and a broker non-vote
will each have no impact on the outcome of the vote, although all of foregoing
will be counted for purposes of determining whether a quorum is present for the
transaction of business. The ratification of the Company’s auditors
for 2010 in Proposal 2 below likewise requires a majority of all votes cast at
the meeting, so abstentions and broker non-votes with respect to Proposal 2 are
included for purposes of determining the presence of a quorum but are not
included in calculating the number of votes cast. Unless otherwise
provided by applicable law or the Company’s governing documents, the affirmative
vote of a majority of all votes cast at the meeting is sufficient to approve any
motion that comes before the meeting pursuant to Proposal 3, so abstentions and
broker non-votes with respect to any such motion are included for purposes of
determining the presence of a quorum but are not included in calculating votes
cast with respect to such motion.
All properly executed proxies received
pursuant to this solicitation will be voted as directed by the stockholder on
the proxy card. If no direction is given, the proxy will be voted
FOR
ALL NOMINEES
named in Proposal 1,
FOR
the ratification of the appointment of the Company’s independent registered
public accounting firm in Proposal 2, and in the discretion of the proxies as to
any other matters that may properly come before the meeting.
A proxy may be revoked by a stockholder
at any time prior to its use by execution of another proxy bearing a later date,
or by written notice delivered to Elizabeth A. Strong, Secretary of the Company,
at the Company’s address or at the meeting. The Company’s address is
P.O. Box 210, 100 Spring Avenue, Chestertown, Maryland 21620-0210
(410-778-3500).
BENEFICIAL
OWNERSHIP OF COMMON STOCK
The following table sets forth
information as of the Record Date relating to the beneficial ownership of the
Common Stock by (i) each person or group known by the Company to beneficially
own more than five percent (5%) of the outstanding Common Stock; (ii) each of
the Company’s directors, director nominees, and “named executive officers” (as
defined below); and (iii) all directors and executive officers of the Company as
a group. Generally, a person “beneficially owns” shares if he or she
has or shares with others the right to vote those shares or to invest (or
dispose of) those shares, or if he or she has the right to acquire such voting
or investment rights or ownership within 60 days of the Record Date (such as by
exercising stock options). Unless otherwise indicated below, the
address of each person named below is the address of the Company.
Name
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Amount
Beneficially
Owned
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Percent
of Class
Beneficially
Owned
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Directors,
Nominees and Named Executive Officers
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E.
Jean Anthony
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200
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*
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Robert
W. Clark, Jr.
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16,697
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(1)
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2.1
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%
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LaMonte
E. Cooke
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20
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*
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Gary
B. Fellows
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20
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*
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Herman
E. Hill, Jr.
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12,683
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(2)
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1.6
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%
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H.
Lawrence Lyons
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138
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*
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Patricia
Joan Ozman Horsey
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53,094
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(3)
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6.8
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%
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P.
Patrick McClary
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831
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*
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Alexander
P. Rasin, III
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40,458
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(4)
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5.9
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%
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Stefan
R. Skipp
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33,047
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(5)
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4.2
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%
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Thomas
G. Stevenson
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10,060
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(6)
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1.3
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%
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Elizabeth
A. Strong
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339
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*
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William
G. Wheatley
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7,686
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(7)
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*
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All
Directors/Executive
Officers as a Group
(14
Persons)
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175,306
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22.5
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%
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5%
Stockholders (other than listed above)
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Nylon
Capital Shopping Center, Inc.
P.
O. Box 266
Chestertown,
MD 21620-0266
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50,594
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(8)
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6.5
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%
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Total
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175,306
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(9)
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22.5
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%
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*
Amount
constitutes less than 1%.
Notes:
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(1)
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Includes
967 shares owned by Mr. Clark’s son, 2,062 shares owned by Mr. Clark’s
wife, and 10,311 shares owned by Robert W. Clark Residuary Trust of which
Mr. Clark serves as
Co-Trustee. Mr.
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Clark
has pledged 2,497 shares and his wife has pledged 877 shares as collateral
for a loan from the Company’s wholly-owned subsidiary, The Peoples Bank
(the “Bank”).
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(2)
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Includes
10,698 shares owned jointly by Mr. Hill and his wife and 859 shares owned
by Mr. Hill’s wife.
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(3)
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Includes
20 shares owned by H & S Investments Trust over which Mrs. Horsey’s
husband has voting power, 100 shares owned by Mrs. Horsey’s husband, and
50,594 shares owned by Nylon Capital Shopping Center, Inc. over which Mrs.
Horsey’s husband has voting power by virtue of his position as President,
Treasurer and director of that company. The shares owned by
Nylon Capital Shopping Center are the same shares attributed to Nylon
Capital Shopping Center, Inc. in this table (see Note 8); Mrs. Horsey
disclaims beneficial ownership of these
shares.
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(4)
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Includes
1,422 shares held by Mr. Rasin's
spouse.
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(5)
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Includes
10,247 shares owned by family trust accounts over which Mr. Skipp has
voting power and investment discretion and 1,800 shares owned by Mr.
Skipp’s children.
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(6)
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Includes
2,700 shares owned by the Stevenson Family Trust of which Mr. Stevenson is
a trustee, 4,500 shares owned by The Bruce W. Rohrbacher Revocable Trust
of which Mr. Stevenson’s wife serves as a trustee, and 375 shares owned
jointly by Mr. Stevenson and his
wife.
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(7)
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Includes
7,100 shares owned jointly by Mr. Wheatley and his wife, 132 shares owned
by Mr. Wheatley’s wife, 60 shares owned by Mr. Wheatley’s wife as
custodian for 3 minor children, and 175 shares jointly owned by Mr.
Wheatley’s wife and other 3 children. Mr. Wheatley has pledged
6,843 shares as collateral for a loan from the
Bank.
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(8)
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Shares
are also reported as being beneficially owned by Mrs. Horsey whose husband
is President, Treasurer and a director of Nylon Capital Shopping Center,
Inc. (see Note 3). Nylon Capital Shopping Center, Inc. has
pledged 30,000 shares as collateral for a loan from the
Bank.
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(9)
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Total
excludes 50,594 of the shares beneficially owned by Patricia Joan Ozman
Horsey, which are the same shares reported for Nylon Capital Shopping
Center, Inc.
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ELECTION
OF DIRECTORS (Proposal 1)
Stockholders are being asked to vote
for a total of 12 director nominees at this year’s Annual
Meeting. Each director is elected to hold office for a term of one
year and until his or her successor is duly elected and
qualifies. Each of the Company’s incumbent directors is standing for
re-election at this year’s Annual Meeting. Two nominees – Thomas G.
Stevenson and William G. Wheatley – are executive officers of the Company and
the Bank.
The names of the director nominees,
their ages as of the Record Date, their principal occupations and business
experience for the past five years, and certain other information are set forth
below.
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(Terms Expire in 2011)
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Name
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Age
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Principal Occupation and Business
Experience
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E.
Jean Anthony
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65
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Mrs.
Anthony has served as a director of the Company and the Bank since January
2006. She is a Certified Public Accountant and a Certified
Valuation Analyst. She is a partner in the accounting firm of
Anthony, Judge & Ware, LLC. She is also a member of AJW
Properties, LLC, a real estate holding company.
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Robert
W. Clark, Jr.
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60
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Mr.
Clark has served as a director of the Company and the Bank since December
1997. He is in the agricultural business and is owner of Fair
Promise Farm, a partner in Fair Promise Farms Family Limited Partnership,
and manager of Hopewell Farm.
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LaMonte
E. Cooke
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58
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Mr.
Cooke has served as a director of the Company and the Bank since December
1997. He is the Administrative Director of Queen Anne’s County
Maryland Detention Center in Centreville,
Maryland.
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Gary
B. Fellows
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58
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Mr.
Fellows has served as a director of the Company and the Bank since
December 1997. He is majority owner of Fellows Helfenbein &
Newnam Funeral Home PA, a partner in the Eastern Shore Genesis
Partnership, a real estate holding company, a partner in the Western Shore
Genesis Partnership, a real estate holding company, and a partner in the
Chesapeake Cremation Center.
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Herman
E. Hill, Jr.
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64
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Mr.
Hill has served as a director of the Company since March 1997 and of the
Bank since January 1994. He is in the agricultural business and
is President of Herman E. Hill & Son, Inc., which is additionally a
partner in Harborview Farms along with T & C Farms, Inc. and Hill
Farms, Inc. He is a partner in Rock Harbor, LLC, a trucking, equipment and
leasing company. He is also a partner in Kent Hills LLC, Massey
LLC, Bakers Lane LLC, Linden LLC, K West LLC, Stepne LLC, Lynch Farm LLC,
Chinquapin Partners, LLC, Teal Properties, LLC, all of which are real
estate holding companies.
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Patricia
Joan Ozman Horsey
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69
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Mrs.
Horsey has served as a director of the Company and the Bank since January
2006. She is a realtor for Hogans Agency, Inc. and is the
owner/operator of an antiques and collectible business. She is
President of Unity, Inc., a real estate investment and consulting company,
and of Delmarva Publications, Inc., a publishing firm, and is a partner in
H & S Investments, a family trust used for making
investments.
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P.
Patrick McClary
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69
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Mr.
McClary has served as a director of the Company since March 1997 and of
the Bank since February 1991. He is a director and President of
Gunther McClary Real Estate, Inc. and P. Patrick McClary Real Estate, Inc.
and a member of Cecilton, LLC, and Two Pauls, LLC, both of which are real
estate holding companies.
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Alexander
P. Rasin III
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66
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Mr.
Rasin has served as a director of the Company since March 1997 and of the
Bank since September 1975. He is a partner in the law firm of
Rasin & Wootton, and is a member of Church Alley, LLC, a real estate
holding company.
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Stefan
R. Skipp
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67
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Mr.
Skipp has served as a director of the Company since March 1997 and of the
Bank since May 1979. He is District Public Defender in the
State of Maryland.
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Thomas
G. Stevenson
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62
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Mr.
Stevenson has served as a director of the Company since March 1997 and of
the Bank since August 1990. He is President, Chief Executive
Officer, and Chief Financial Officer of the Company and of the
Bank. Prior to May 2000, Mr. Stevenson served as Executive Vice
President of the Company and the Bank.
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Elizabeth
A. Strong
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61
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Mrs.
Strong has served as a director of the Company since March 1997 and of the
Bank since January 1995. She is the former owner and manager of
the Rock Hall Insurance Agency in Rock Hall,
Maryland.
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William
G. Wheatley
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57
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Mr.
Wheatley has served as a director of the Company since March 1997 and of
the Bank since December 1995. He also serves as an Executive
Vice President and Loan Administrator of the Bank. Prior to May
2001, Mr. Wheatley served as Senior Vice President of the Company and the
Bank.
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THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR
THE ELECTION OF
THE ABOVE NOMINEES.
Director
Qualifications of Nominees
The following table lists the specific
experience, qualifications, other attributes and skills of each of the director
nominees that led the Nominating Committee to determine that such persons should
serve on the Board of Directors.
Director
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Director Qualifications and
Attributes
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E.
Jean Anthony
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Education
gained through her B.S. degree in Accounting from the University of
Maryland. Accounting and business experience gained through her
education and CPA certification and through owning and operating a
successful accounting firm of Anthony, Judge & Ware,
LLC. Banking and director experience gained through her service
as a past director of Second National Bank, Kent Savings & Loan, and
Chesapeake Bank & Trust. Community involvement through her
positions as officer and director of various community
organizations.
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Robert
W. Clark, Jr.
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Education
gained through his B.S. degree from York College. Business
experience gained through his ownership and operation of a successful
farming operation. Director experience gained through his past
service as Chairman of the Kent County Agricultural Preservation Board,
his service as a director of Kent County Weed Control Board, and his past
service on the Kent & Queen Anne’s Petroleum Board, Southern States
Kent Coop, Inc. Board, and Kent County Farm Bureau.
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LaMonte
E. Cooke
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Education
gained through an Associates Degree from Chesapeake College and his
Maryland State Police Certification from Salisbury State
College. Business experience gained through his position of
Administrative Director of Queen Anne’s County Maryland Detention
Center.
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Gary
B. Fellows
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Education
gained through Catonsville College of Mortuary
Science. Business experience gained through his ownership and
operation of a successful mortuary business. Director
experience gained through his service on the Board of Kent & Queen
Anne’s Hospital, Magnolia Hall Nursing Home, and Kent Hospice
Foundation. Community involvement through his positions as
officer and director of various community
organizations.
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Herman
E. Hill, Jr.
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Business
experience gained through his ownership and operation of a successful
farming operation. Community involvement with various local
organizations.
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Patricia
Joan Ozman Horsey
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Education
gained through her B.S. degree,
cum laude,
in Urban
Studies from the University of Maryland, University
College. Business experience gained through her previous
ownership and operation of a successful clothing store, real estate
experience gained as a Realtor for Hogans Agency, Inc, and director
experience gained through her service on the Board of Kent &
Queen
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Anne’s
Hospital. Community involvement with various local
organizations.
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P.
Patrick McClary
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Education
gained through his B.A. Degree and Master’s Degree from the University of
Delaware and post graduate studies from Rice University and Sonoma
State. Business experience gained through his 25 years of
teaching at Brandywine High School, 32 years in real estate sales,
including as current owner/broker of Gunther McClary Real Estate, Inc. and
P. Patrick McClary Real Estate, Inc., through which he specializes in the
development and brokerage of waterfront properties on the Upper Eastern
Shore of Cecil, Kent and Northern Queen Anne’s Counties, as general
partner of Cecilton, LLC, a real estate holding company, past President of
Cecil County Board of Realtors, and former member of the Governor’s
Commission Upper Eastern Shore Tributary Strategy Team.
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Alexander
P. Rasin III
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Education
gained through his B.A. Degree from Washington & Lee University and
his Juris Doctor Degree from the University of Maryland Law
School. Business experience gained through his ownership and
operation of a successful law firm, Rasin &
Wootton. Community involvement through his positions as officer
and director of various community organizations, including on the Board of
the Historical Society of Kent County and as Chairman of the Chestertown
Ethics Commission.
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Stefan
R. Skipp
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Education
gained through his B.A. Degree from the University of Maryland and his
Juris Doctor Degree from the University of Maryland Law
School. Business experience gained through the practice of law
as a Public Defender in the State of Maryland since
1974.
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Thomas
G. Stevenson
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|
Education
gained through his B.A. Degree in English from Washington College and as a
graduate of the Maryland Banker’s School. Banking and business
experience gained through 38 years of service with financial institutions,
including his present position as President, Chief Executive Officer, and
Chief Financial Officer of the Bank since May 2000. Director
and community involvement through service on the Boards of several
community organizations and on the Board of the Company and the
Bank.
|
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Elizabeth
A. Strong
|
|
Education
gained through her one year of studies at Stratford Business School in
Baltimore, Business experience gained through her previous ownership and
operation of a successful insurance agency. Community
involvement with various local organizations, including as Treasurer of
the Maryland Oystermen Association and the Kent County Watermen’s
Association.
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|
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William
G. Wheatley
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|
Education
gained through his B.A. Degree in History from Hampden-Sydney College and
as a graduate of Maryland Banker’s School. Banking and business
experience gained through 30 years of service with the Bank, including as
Executive Vice President and Loan Administrator since
2001. Director experience gained through his service on the
Board of the Bank since 1995 and on the Board of the Company since
1997.
|
Board
Committees
The Company’s Board of Directors has an
Audit Committee and a Nominating Committee. The Board does not have a
separate committee responsible for executive compensation. All
executive officers of the Company also serve as an executive officer of the Bank
and are paid by, and only for their service to, the
Bank. Accordingly, decisions and recommendations regarding executive
compensation and benefit plans
are made by the
Personnel/Compensation Committee of the Bank (the “Compensation
Committee”). Each of these committees is described below.
The Company’s Audit Committee was
established pursuant to Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and consists of Robert W. Clark, Jr.,
Gary B. Fellows, Patricia Joan Ozman Horsey, and E. Jean Anthony,
Chairperson
. The
Board has determined that Mrs. Anthony qualifies as an “audit committee
financial expert” as that term is defined by Item 407 of the SEC’s Regulation
S-K. The Audit Committee assists the Board in monitoring the
integrity of the financial statements, the performance of the Company’s internal
audit function, and compliance by the Company with legal and regulatory
requirements, and it oversees the qualification, performance and independence of
the Company’s outside auditors, including whether satisfactory accounting
procedures are being followed. During 2009, the Audit Committee held
four meetings. The Board of Directors has adopted a written charter
for the Audit Committee, which is not available on the Company’s
website. A copy of the Audit Committee Charter was attached as
Appendix A to the 2009 definitive proxy statement. The Audit
Committee Charter is not available on the Company’s website.
The Company’s Nominating Committee
consists of Alexander P. Rasin III, Chairman, Gary B. Fellows, Herman E. Hill,
Jr., P. Patrick McClary, Stefan R. Skipp, and Thomas G. Stevenson and is
responsible for identifying qualified individuals for nomination to the Board of
Directors, considering candidates for nomination proposed by stockholders of the
Company, recommending director nominees to the Board (see “Director
Recommendations and Nominations” below), and recommending directors for each
Board committee. During 2009, the Nominating Committee held one
meeting. The Nominating Committee does not have a written
charter.
The Compensation Committee is
responsible for reviewing and advising the Board of Directors of the Bank with
respect to executive compensation, director compensation and all other
compensation and general benefits policies of the Bank. The members
of the Compensation Committee are P. Patrick McClary, Chairman, LaMonte E.
Cooke, Herman E. Hill, Jr., Elizabeth A. Strong, and E. Jean
Anthony. The Compensation Committee does not have a written
charter. The Compensation Committee held two meetings in
2009.
Director
Independence
To determine whether directors are
“independent”, the Board has adopted the independence standards of The New York
Stock Exchange (“NYSE”) Listed Company Manual. The Board has
determined that all directors are “independent directors” except for Messrs.
Stevenson and Wheatley. Each member of the Nominating Committee,
other than Mr. Stevenson, and each member of the Compensation Committee is an
“independent director” as defined by Rule 303A.02 of the NYSE Listed Company
Manual, and each member of the Audit Committee meets the audit committee
independence standards of NYSE Listed Company Manual Rule 303A.07. In
determining that each of the independent directors is independent, the Board
considered the following transactions that are not disclosed below in the
section entitled “CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS”: for Mr. Rasin, legal services rendered to the Company
and the Bank by a law firm of which he is a partner.
Board
Leadership Structure and Risk Oversight
The position of Chairman of the Board
of Directors and the position of President and Chief Executive Officer are not
held by the same person. The Board’s philosophy is and has been to
fill the position of Chairman with the director who has the longest tenure and,
thus, the most experience on the Board. The foregoing structure is
not mandated by any provision of law or the Company’s Charter or Amended and
By-Laws, but the Board of Directors believes this structure provides the best
balance of authority between management and the Board.
The duties of the Chairman
include: (i) acting as a liaison and channel for communication
between the independent directors and the President and Chief Executive Officer;
(ii) providing leadership to ensure the Board works cohesively and independently
and during times of crisis; (iii) advising the Chief Executive Officer as to the
quality, quantity and timeliness of information from executive management to the
independent directors; (iv) being available to consult with the President and
Chief Executive Officer and other directors on corporate governance practices
and policies; (v) coordinating the assessment of Board committee structure,
organization and charters and evaluating the need for change, as well as
committee membership; (vi) together with the chairperson of the Nominating
Committee, interviewing all Board candidates and making recommendations
concerning such candidates; (vii) coordinating, developing the agenda and
leading executive sessions of the independent directors and communicating the
results thereof the President and Chief Executive Officer; (viii) ensuring
appropriate segregation of duties between board members and management; (ix)
suggesting agenda items for Board meetings; and (x) together with the
Chairperson of the Compensation Committee, communicating the Board’s evaluation
of the performance of the President and Chief Executive Officer.
The Board of Directors is actively
involved in the Company’s risk oversight activities through the work of its
committees and through the work of the boards of directors and committees of the
Company’s subsidiaries, a number of which have Company directors as
members.
In addition to the foregoing, the
Company has adopted a Code of Ethics that applies to all of its directors,
officers, and employees, including its principal executive officer, principal
financial officer, principal accounting officer or comptroller, and person
performing similar functions.
Board
Meeting Attendance
The Company’s Board of Directors held
24 meetings in 2009. No incumbent director during the last full
fiscal year attended fewer than 75% of the aggregate of (1) the total
number of meetings of the Board of Directors (held during the period for which
that person has been director); and (2) the total number of meetings held
by all committees of the Board on which that person served (during the period
served).
Director
Compensation
The following table provides
information about compensation paid to or earned by the Company’s directors
during 2009 other than directors who are also named executive
officers. Compensation information for directors who are also named
executive officers is set forth in the Summary Compensation Table
below.
|
|
DIRECTOR COMPENSATION
|
|
Name
|
|
Fees earned
or paid in
cash
($)
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
Mrs.
Anthony
|
|
|
13,130
|
|
|
|
-
|
|
|
|
13,130
|
|
Mr.
Clark
|
|
|
12,780
|
|
|
|
-
|
|
|
|
12,780
|
|
Mr.
Cooke
|
|
|
13,490
|
|
|
|
-
|
|
|
|
13,490
|
|
Mr.
Fellows
|
|
|
13,433
|
|
|
|
-
|
|
|
|
13,433
|
|
Mr.
Hill
|
|
|
11,185
|
|
|
|
-
|
|
|
|
11,185
|
|
Mrs.
Horsey
|
|
|
16,550
|
|
|
|
-
|
|
|
|
16,550
|
|
Mr.
McClary
|
|
|
12,020
|
|
|
|
-
|
|
|
|
12,020
|
|
Mr.
Rasin
|
|
|
12,230
|
|
|
|
|
|
|
|
12,230
|
|
Mr.
Skipp
|
|
|
11,990
|
|
|
|
-
|
|
|
|
11,990
|
|
Mrs.
Strong
|
|
|
13,544
|
|
|
|
-
|
|
|
|
13,544
|
|
Directors of the Company also serve on
the Board of Directors of the Bank and are compensated only for serving on the
Bank’s Board and its committees. Non-employee directors receive $430 for each
Board meeting attended. The Chairman and the Secretary receive $440 and $435,
respectively, per Board meeting attended. Non-employee members of the Executive
Committee receive $300 for each committee meeting attended, except for the
Chairman of that committee who receives $310 for each committee meeting
attended. Non-employee members of other committees receive $210 per meeting
attended, except that non-employee members of the Pension/Profit Sharing 401(k)
Committee receive only an annual retainer fee of $260. Each non-employee
director is also paid an annual retainer fee of $1,250. All directors are
reimbursed for reasonable travel expenses incurred in connection with Board
service.
The Compensation Committee periodically
reviews peer group information and, if appropriate, makes recommendations to the
Bank’s Board with respect to appropriate adjustments to director compensation
levels.
Chairman
Emeritus
We
currently have one Chairman Emeritus, E. Roy Owens, who is invited to attend
Board meetings. Mr. Owens formerly served as Chairman of the Board and is
invited to the meetings so he may share his experience and guide and otherwise
assist the Board with its business. The Chairman Emeritus may not vote on any
Board matter. Mr. Owens receives $215 per meeting of the Bank’s Board that he
attends. During 2009, Mr. Owens attended 24 Board meetings and received
$5,160.00
Director
Recommendations and Nominations
The Nominating Committee of the
Company’s Board of Directors is responsible for assembling and maintaining a
list of qualified candidates to fill vacancies on the Board, and it periodically
reviews this list and researches the talent, skills, expertise, and general
background of these candidates. The Nominating Committee will from time to time
review and consider candidates recommended by stockholders. Stockholder
recommendations must be submitted in writing to: Peoples Bancorp, Inc., 100
Spring Avenue, Chestertown, Maryland 21620, Attn: Stephanie L. Usilton, Vice
President; and must specify (i) the recommending stockholder’s contact
information, (ii) the class and number of shares of the Company’s common stock
beneficially owned by the recommending stockholder, (iii) the name, address and
credentials of the candidate for nomination, and (iv) the candidate’s consent to
be considered as a candidate.
The Nominating Committee does not have
a formal policy under which it considers the diversity of candidates for
directorship when making nomination recommendations. The Nominating Committee
employs the same selection method regardless of whether a director candidate is
recommended by a stockholder or chosen independently by the Nominating
Committee. The Nominating Committee periodically reviews its list of candidates
available to fill Board vacancies and researches the talent, skills, expertise,
and general background of these candidates. In evaluating candidates for
nomination, the Nominating Committee uses a variety of methods and regularly
assesses the size of the Board, whether any vacancies are expected due to
retirement or otherwise, the need for particular expertise on the Board, and
whether the Company’s market areas are adequately represented by Board members.
In nominating director candidates, the Nominating Committee generally seeks to
choose individuals that have skills, education, experience and other attributes
that will compliment and/or broaden the strengths of the existing directors. The
Nominating Committee also looks for candidates that have strong civic and
community relationships. No candidate will be considered for nomination unless
he or she is of good character and is willing to devote adequate time to Board
duties.
It should be noted that a stockholder
recommendation is not a nomination, and there is no guarantee that a candidate
recommended by a stockholder will be approved by the Nominating Committee or
nominated by the Board of Directors.
Stockholder
Communications with the Board of Directors
Stockholders may contact the Company’s
Board of Directors by contacting Stephanie L. Usilton, Vice President, Peoples
Bancorp, Inc., 100 Spring Avenue, Chestertown, Maryland 21620 or (410) 778-3500.
All comments will be forwarded directly to the Chairman of the Board for
consideration.
The Company believes that the Annual
Meeting of Stockholders is an opportunity for stockholders to communicate
directly with directors and, accordingly, expects that all directors will attend
each Annual Meeting. A stockholder who wishes to discuss issues directly with
directors should consider attending the Annual Meeting of Stockholders. All
persons who were serving as directors at the 2009 Annual Meeting were in
attendance.
AUDIT
COMMITTEE REPORT
The Audit Committee has (i) reviewed
and discussed the Company’s audited consolidated financial statements for fiscal
year ended December 31, 2009 with Company management; (ii) discussed with Rowles
& Company, LLP, the Company’s independent auditors, the matters required to
be discussed by the statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards, Vol. 1, AU section 380), as adopted by the Public
Company Accounting Oversight Board in Rule 3200T, and (iii) received the written
disclosures and the letter from Rowles & Company, LLP required by applicable
requirements of the Public Company Accounting Oversight Board regarding Rowles
& Company, LLP’s communications with the Audit Committee concerning
independence, and discussed with Rowles & Company, LLP its independence.
Based on this review and these discussions, the Audit Committee recommended to
the Board of Directors that the audited consolidated financial statements for
the year ended December 31, 2009 be included in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2009.
|
AUDIT
COMMITTEE
|
|
|
|
By:
|
|
E.
Jean Anthony, Chairperson
|
|
Robert
W. Clark, Jr.
|
|
Gary
B. Fellows
|
|
Patricia
Joan Ozman Horsey
|
EXECUTIVE
OFFICERS
Information about the Company’s current
executive officers is provided below.
Thomas G. Stevenson, 62, has served as
the President of the Company and the Bank since May 24, 2000, and as Chief
Executive Officer and Chief Financial Officer of the Company and the Bank since
May 29, 2002. He is also a trustee of the Employees’ Retirement Plan of the
Bank. Prior to May 2000, Mr. Stevenson served as Executive Vice President of the
Company and the Bank.
H. Lawrence Lyons, 57, has served as an
Executive Vice President of the Company and of the Bank since May 23, 2001 and
is in charge of operations. He also manages the Bank’s non-deposit product sales
program. Prior to May 2001, he served as Senior Vice President of the Company
and of the Bank.
Thomas A. Tucker, 51, has served as an
Executive Vice-President of the Company and of the Bank since May 28, 2003 and
is in charge of business development. Prior to May 2003, Mr. Tucker served as
Senior Vice President of the Company and the Bank.
William G. Wheatley, 57, has served as
an Executive Vice-President of the Company and of the Bank since May 23, 2001
and is in charge of loan administration. Prior to May 2001, Mr. Wheatley served
as Senior Vice President of the Company and the Bank.
EXECUTIVE
COMPENSATION
The
following table sets forth for each of the last two fiscal years the total
remuneration for services in all capacities awarded to, earned by, or paid to
the Company’s President and Chief Executive Officer (the “CEO”), and the two
most highly compensated executive officers of the Company other than the CEO who
were serving as executive officers as of December 31, 2009 and whose total
compensation exceeded $100,000 during 2009 (the CEO and such other officers are
referred to as the “named executive officers”). All of the Company’s named
executive officers serve in identical capacities at the Bank, and they receive
compensation only for their service at the Bank. We do not maintain equity
compensation or non-qualified deferred compensation arrangements for our named
executive officers.
|
|
SUMMARY COMPENSATION TABLE
|
|
|
|
Name and principal
position
|
|
Year
|
|
Salary
($) (1)
|
|
|
Bonus
($) (2)
|
|
|
Nonequity
incentive
plan
compensation
($) (2)
|
|
|
All other
compensation
($) (3)-(5)
|
|
|
Total
($)
|
|
Thomas
G. Stevenson,
|
|
2009
|
|
|
218,926
|
|
|
|
-
|
|
|
|
-
|
|
|
|
451
|
|
|
|
219,377
|
|
President,
CEO/CFO
|
|
2008
|
|
|
218,926
|
|
|
|
-
|
|
|
|
-
|
|
|
|
451
|
|
|
|
219,377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
G. Wheatley,
|
|
2009
|
|
|
100,130
|
|
|
|
-
|
|
|
|
-
|
|
|
|
546
|
|
|
|
100,676
|
|
Executive
Vice President
|
|
2008
|
|
|
100,130
|
|
|
|
-
|
|
|
|
-
|
|
|
|
546
|
|
|
|
100,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H.
Lawrence Lyons,
|
|
2009
|
|
|
102,737
|
|
|
|
-
|
|
|
|
-
|
|
|
|
567
|
|
|
|
103,304
|
|
Executive Vice President
|
|
2008
|
|
|
102,737
|
|
|
|
-
|
|
|
|
-
|
|
|
|
490
|
|
|
|
103,227
|
|
Notes:
|
(1)
|
Messrs.
Stevenson and Wheatley do not receive director’s fees for their service on
the Boards of Directors of the Company and the
Bank.
|
|
(2)
|
The
Bank’s only bonus program is the incentive compensation program, and
awards paid under this program are listed under “Nonequity incentive
compensation”.
|
|
(3)
|
For
Mr. Stevenson, amounts include the economic value of life insurance
coverage under the Bank’s group term life insurance plan of $451 for both
2008 and 2009.
|
|
(4)
|
Amounts
for Mr. Wheatley include a matching contribution of $300 under the Bank’s
Profit Sharing 401(k) Plan for both 2008 and 2009, and the economic value
of life insurance coverage under the Bank’s group term life insurance plan
of $246 for both 2008 and 2009.
|
|
(5)
|
Amounts
for Mr. Lyons include a matching contribution of $308 for 2009 and $231
for 2008 under the Bank’s Profit Sharing 401(k) Plan, and the economic
value of life insurance coverage under the Bank’s group term life
insurance plan of $259 for both 2009 and
2008.
|
Employment
Arrangements and Compensation Philosophy
Executive officers are employed on an
at-will basis and are not parties to any written employment
agreement.
The Compensation Committee is charged
with establishing executive compensation. The basic philosophy of the Company’s
compensation program is to offer a competitive compensation package to all
executive employees that takes into account both individual contributions and
corporate performance. The CEO assists the Compensation Committee by reviewing
the employee salary recommendations of the Bank’s Human Resources Officer before
they are presented to the Compensation Committee and by making suggestions to
the Compensation Committee based on his view of an employee’s annual
performance, but all salary decisions are recommended by the Compensation
Committee and approved by the Bank’s Board.
No executive officer plays any role in determining or recommending
incentive plan compensation awards, except to the extent that an executive also
serves as a director and then only to the extent of his or her single vote on
compensation matters.
Executive compensation consists of
three principal elements: (i) base salary; (ii) incentive compensation that is
variable, fluctuates annually and is linked to the Bank’s return on average
assets (“ROA”) (and is, therefore, at risk); and (iii) retirement benefits. In
addition, executive officers are also eligible for life insurance coverage under
the Bank’s group term life insurance plan and recognize income each year in an
amount equal to the assumed cost of his or her life protection. All salary and
benefits are paid or provided by the Bank.
Base salaries are set at levels
intended to foster career development among executives, consistent with the
long-term nature of our business objectives. In setting base salary levels,
consideration is given to salary levels paid to executives holding similar
positions at other comparable community banking organizations. Annual salary
adjustments are determined after considering the executive’s performance during
the immediately preceding year. In addition, the Bank purchases information from
ICBA and Survey Research Associates, LLC each year, which publishes an annual
Salary/Benefits Survey showing compensation data submitted by various financial
institutions. The Survey segregates the data among: (i) Survey Participants by
Federal Reserve District, (ii) Survey Participants by Size in Total Assets,
(iii) Survey Participants by Number of Branches, (iv) Survey Participants by
Number of Employees, (v) Survey Participants by Population of Service Area, and
, and (vii) Survey Participants by Geographic Region. The Bank’s Human Resources
Officer reviews the Survey and compares the compensation paid to our executive
officers to that paid by the Bank’s competitors. In conducting this comparison,
asset size, market areas and type of institution are considered. This
information is communicated to the Compensation Committee, which reviews the
data and, if warranted, recommends adjustments to the Board of Directors for
approval. For purposes of this analysis, the Bank generally aims to fix
executive salaries such that they approximate the salaries paid by peer
institutions of similar type, size and geographic characteristics.
The salaries proposed to be paid in
2010 to Messrs. Stevenson, Wheatley, and Lyons are $218,926, $100,130, $102,737,
respectively.
Bonus
Programs
The Bank maintains an incentive
compensation program that essentially is a bonus pool from which distributions
of cash are made to all eligible employees in recognition of their efforts,
dedication and ideas. Each year, subject to a minimum ROA performance threshold
established by the Compensation Committee, an amount of cash equal to 1.5% of
that year’s ROA, up to a maximum of $100,000, is deposited into a pool and
distributed among the eligible employees based upon the relationship that each
employee’s annual salary bears to the total annual salaries of all eligible
employees. So, for each eligible employee, the Compensation Committee divides
his or her base salary by the aggregate of all base salaries paid to all
eligible employees, and the employee receives that percentage of the pool. There
is no fixed individual minimum, target or maximum award levels.
The Compensation Committee believes
that awards based on the relationship that a recipient’s salary bears to all
salaries provide a fair method of distribution and of recognizing the relative
importance of each eligible employee to the Company. For purposes of the plan,
an employee is “eligible” if he or she was an active employee as of the last
business day of November of each year, and an eligible employee is entitled to
receive a distribution so long as he or she was an active employee of the Bank
on the payment date except in the case of an employee who is separated from the
Bank because of death or disability, in which case the employee will receive a
portion of the award as determined by the Board. An employee who resigns prior
the date of payment with 20 years or more of service will be eligible to receive
a pro-rated incentive payment to be paid in December of the year of
resignation.
For 2009, the threshold ROA was 1.10%
and the actual ROA (calculated in November 2009) was 0.61%. Accordingly, none of
the named executive officers earned an incentive bonus for 2009.
Employees’
Retirement Plan
In furtherance of the Bank’s belief
that every employee should have the ability to accrue valuable retirement
benefits, the Bank has established a Profit Sharing 401(k) Plan. The Profit
Sharing 401(k) Plan is available to all of our employees who are at least 21
years old and have completed 12 months of service. Each year, in addition to
each active member’s salary deferrals, the Bank may make matching contributions
and discretionary profit sharing payments for the benefit of each employee. The
decision to make profit sharing payments is made for a particular year by the
Compensation Committee in the third quarter of the year, and the total amount
paid, if any, is based on our performance for that year, with allocations among
all eligible employees based on salary level. All employee contributions and
employer matching contributions to the 401(k) portion of the plan are
immediately 100% vested, and profit sharing payments are vested incrementally
over a six-year period. Pre-tax and matching contributions may be withdrawn
while a member is employed by the Company or Bank even if the member has not
reached age 59½ in circumstances of financial hardship or in certain other
circumstances pursuant to plan restrictions.
Pension
Plan
In furtherance of the Bank’s belief
that every employee should have the ability to accrue valuable retirement
benefits, the Bank has also established a defined benefit pension plan. The
pension plan, known as the “Employees’ Retirement Plan”, is available to
employees who are at least 21 years old and have completed 1,000 hours of
service within a 12 consecutive month period. Pension benefits are based on
years of service and the annual average of the participant’s compensation
averaged over the five highest plan years, whether or not consecutive, ending in
the current plan year or in any prior plan year within the last 10 years of
service.
An employee is 100% vested in the plan
after five years of service. A participant’s compensation for a particular year
consists of amounts reported as gross income on the participant’s IRS Form W-2
for that year, increased by the participant’s salary deferral contributions to
the Profit Sharing 401(k) Plan, plus the economic value of any life insurance
coverage provided by the Bank.
At December 31, 2009, the value of
accumulated benefits for Messrs. Stevenson, Wheatley and Lyons was $413,717,
$151,809, and $186,771, respectively. These amounts are determined based on the
method and assumptions discussed in Note 11 to the Company’s consolidated
financial statements found in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2009.
RATIFICATION
OF THE SELECTION OF ROWLES AND COMPANY AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Proposal 2)
Stockholders are also being asked to
ratify the
Audit Committee’s
appointment of Rowles & Company, LLP to audit the books and accounts of the
Company for the fiscal year ended December 31, 2010. Rowles & Company, LLP
has served as the Company’s auditing firm since 1949. Rowles & Company, LLP
has advised the Audit Committee and the Board of Directors that neither it nor
any of its members or associates has any direct financial interest in or any
connection with the Company other than as the independent registered public
accounting firm. A representative of Rowles & Company, LLP will be present
at this year’s Annual Meeting, will have an opportunity to make a statement if
he or she so desires, and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE
FOR
THE RATIFICATION OF THE APPOINTMENT OF ROWLES & COMPANY, LLP AS THE
COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
The vote on this Proposal 2 is advisory
only. The Audit Committee will not be bound by any stockholder vote,
but it will consider such vote when making future appointments.
AUDIT
FEES AND SERVICES
The following table shows the fees paid
or accrued by the Company for the audit and other services provided by Rowles
& Company, LLP for fiscal years 2009 and 2008:
|
|
FY 2009
($)
|
|
|
FY 2008
($)
|
|
Audit
Fees
|
|
|
62,250
|
|
|
|
54,425
|
|
Audit-Related
Fees
|
|
|
0
|
|
|
|
0
|
|
Tax
Fees
|
|
|
5,715
|
|
|
|
5,575
|
|
All Other Fees
|
|
|
4,175
|
|
|
|
1,323
|
|
Total
|
|
|
72,140
|
|
|
|
61,323
|
|
Audit services of Rowles & Company,
LLP for fiscal years 2009 and 2008 consisted of the audit of the consolidated
financial statements of the Company and quarterly reviews of financial
statements and review of SEC filings. “Tax Fees” incurred in fiscal years 2009
and 2008 include charges primarily related to tax return preparation and tax
consulting services. “All Other Fees” in 2009 relate to discussions regarding
capital planning and regulatory compliance attestation services. The Audit
Committee has reviewed summaries of the services provided and the related fees
and has determined that the provision of non-audit services is compatible with
maintaining the independence of Rowles & Company, LLP.
The Audit Committee’s policy is to
pre-approve all audit and permitted non-audit services, except that certain de
minimis non-audit services, as defined in Section 10A(i)(1) of the Exchange Act,
are not foreseeable and are separately approved by the Audit Committee prior to
the completion of the independent auditor’s audit. All of the 2009 and 2008
services were pre-approved by the Audit Committee, except for the services
described under “All Other Fees” for each year, which were
de minimis
services and were
approved by the Audit Committee prior to the completion of the respective
audits.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
For SEC disclosure purposes, the term
“related party transaction” is generally defined as any transaction (or series
of related transactions) in which the Company or any of its subsidiaries, on the
one hand, and any director, director nominee, or executive officer of the
Company, any holder of more than 5% of the outstanding voting securities of the
Company, or any immediate family member of the foregoing persons will have a
direct or indirect interest, on the other hand, are parties, where the amount
involved exceeds the lesser of $120,000 or 1% of the average of the Company’s
total assets at the end of the last two fiscal years. The term includes most
financial transactions and arrangements, such as loans, guarantees and sales of
property, and remuneration for services rendered (as an employee, consultant or
otherwise) to the Company.
During the past two fiscal years, the
Bank has had banking transactions in the ordinary course of its business with
“related persons” on substantially the same terms, including interest rates,
collateral, and repayment terms on loans, as those prevailing at the same time
for comparable transactions with unaffiliated persons. The extensions of credit
by the Bank to these persons have not and do not currently involve more than the
normal risk of collectability or present other unfavorable
features.
Except for the loan relationships
discussed above, the Company and its subsidiaries did not engage in any
transaction during 2009 or 2008 with any related person in which the amount
involved exceeded the
lesser of $120,000 or 1% of the average of the Company’s total assets at
the end of 2009 and 2008, and no such transactions are planned for 2010.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act
requires that the Company’s directors and executive officers and persons who own
more than 10% of the Common Stock file with the SEC an initial report of
beneficial ownership of the Common Stock, periodic reports of changes in
beneficial ownership of the Common Stock, and, in certain cases, annual
statements of beneficial ownership of the Common Stock. Based solely on a review
of copies of such reports furnished to the Company, or on written
representations that no reports were required, the Company believes that all
directors, executive officers and holders of more than 10% of the Common Stock
complied in a timely manner with the filing requirements applicable to them with
respect to transactions during the year ended December 31, 2009.
FINANCIAL
STATEMENTS
A copy of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2009, which contains audited
financial statements for the year ended December 31, 2009, accompanies this
Proxy Statement.
A copy of the
Form 10-K may be obtained without charge upon written request to Stephanie L.
Usilton, Vice President, Peoples Bancorp, Inc., P.O. Box 210, 100 Spring Avenue,
Chestertown, Maryland 21620.
DATE
FOR SUBMISSION OF STOCKHOLDER PROPOSALS
A stockholder who desires to present a
proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the
“Exchange Act”) to be included in the Proxy Statement and voted on by the
stockholders at the 2011 Annual Meeting of Stockholders must submit such
proposal in writing, including all supporting materials, to the Company at its
principal office no later than December 30, 2010 (120 days before the date of
mailing based on this year’s Proxy Statement date) and meet all other
requirements for inclusion in the Proxy Statement. Additionally, pursuant Rule
14a-4(c)(1) under the Exchange Act, if a stockholder intends to present a
proposal for business to be considered at the 2011 Annual Meeting of
Stockholders but does not seek inclusion of the proposal in the Company’s Proxy
Statement for such meeting, then the Company must receive the proposal by March
8, 2011 (45 days before the date of mailing based on this year’s Proxy Statement
date) for it to be considered timely received. If notice of a stockholder
proposal is not timely received, the proxies will be authorized to exercise
discretionary authority with respect to the proposal.
OTHER
BUSINESS
As of the date of this proxy statement,
management does not know of any other matters that will be brought before the
2010 Annual Meeting requiring action by stockholders. If any other matters
requiring the vote of the stockholders properly come before the meeting,
however, it is the intention of the persons named in the enclosed form of proxy
to vote the proxies in accordance with the discretion of management. The persons
designated as proxies will also have the right to approve any and all
adjournments of the meeting for any reason.
Chestertown,
Maryland
|
By
Order of the Board of Directors
|
April
22, 2010
|
|
|
|
|
Elizabeth
A. Strong
|
|
Secretary
|
APPENDIX
A
Form
of Proxy
PEOPLES
BANCORP, INC.
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned stockholder of Peoples Bancorp, Inc. (the “Company”) hereby appoints
Alexander P. Rasin, III, Elizabeth A. Strong and Thomas G. Stevenson, or any of
them, the lawful attorneys and proxies of the undersigned with full power of
substitution to vote, as designated below, all shares of common stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders called to convene on Wednesday, May 26, 2010 at Kent Center, Inc.,
215 Scheeler Road, Chestertown, Maryland at 12:30 p.m. local time, and at any
and all adjournments and postponements thereof for the purposes identified on
this proxy and with discretionary authority as to any other matters that may
properly come before the Annual Meeting, including substitute nominees if any of
the named director nominees should be unavailable to serve for election in
accordance with and as described in the Notice of Annual Meeting of Stockholders
and Proxy Statement.
1.
|
ELECTION
OF DIRECTOR NOMINEES (terms expire in
2011):
|
E.
Jean Anthony
|
Robert
W. Clark, Jr.
|
LaMonte
E. Cooke
|
Gary
B. Fellows
|
Herman
E. Hill, Jr.
|
Patricia
Joan Ozman Horsey
|
P.
Patrick McClary
|
Alexander
P. Rasin, III
|
Stefan
R. Skipp
|
Thomas
G. Stevenson
|
Elizabeth
A. Strong
|
William
G. Wheatley
|
¨
FOR
ALL
NOMINEES
¨
FOR
ALL
EXCEPT
¨
WITHHOLD
AUTHORITY
(See
instruction below)
|
INSTRUCTION
: A
withheld vote will count as a vote against a nominee. To withhold
authority to vote for any individual nominee, mark “FOR ALL EXCEPT” and strike a
line through the nominee’s name in the list above.
The
Board of Directors recommends a vote “FOR ALL NOMINEES” in Proposal
1.
2.
|
RATIFICATION
OF ROWLES & COMPANY, LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR
FISCAL YEAR 2010:
|
¨
FOR
¨
AGAINST
¨
ABSTAIN
The Board of Directors recommends a
vote “FOR” ratification in Proposal 2.
3.
|
IN
THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT PROPERLY
COMES BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
|
Shares
represented by all properly executed proxies will be voted in accordance with
instructions appearing on the proxy. In the absence of specific
instructions, proxies will be voted FOR ALL NOMINEES with respect to Proposal 1,
FOR with respect to Proposal 2, and in the discretion of the proxy holders as to
any other matters that properly come before the meeting.
If
you plan to attend the luncheon meeting, please designate the number that will
attend [____].
Dated __________________________,
2010
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Signature
|
|
Please
sign as name(s) appear(s) on stock certificate. If jointly held, all
owners must sign. Executors, administrators, trustees or persons
signing in such capacity should so indicate.
Important
Notice Regarding the Availability of Proxy Materials
For
the Stockholder Meeting to be Held on May 26, 2010:
This
form of Proxy, the related Proxy Statement, and Peoples Bancorp, Inc.’s Annual
Report to Stockholders (including its Annual Report on Form 10-K) are available
at
http://materials.proxyvote.com/70978T
.
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