AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

Proxy Statement Pursuant to sectionSection 14(a) of

the Securities Exchange Act of 1934

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☐☒ Preliminary Proxy Statement

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☒☐ Definitive Proxy Statement

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☐ Soliciting Material Pursuant to §240.14a-12under Rule 14a-12

PEOPLES FINANCIAL CORPORATION

(Name of Registrant as Specified in Its Charter)

Not Applicable

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AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

April 15, 2021

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of Peoples Financial Corporation (the "Company") on Wednesday, May 19, 2021 at 6:30 p.m. Central Time, at the Company's offices located in The Swetman Building at The Peoples Bank, Suite 204, 727 Howard Avenue, Biloxi, Mississippi, 39530.

This year’s meeting will be unlike any that the Company has had before. For the first time, a group of related shareholders composed of Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P. Stilwell Value LLC, and Joseph D. Stilwell (collectively, “Stilwell Group”), has decided to conduct an adversarial proxy contest in order to nominate at least one individual for election to the Board Directors of our Company at the Annual Meeting outside of the typical nomination process.

THE COMPANY’S BOARD OF DIRECTORS STRONGLY OPPOSES THE STILWELL GROUP’S PROXY SOLICITATION AND URGES YOU NOT TO SIGN OR RETURN ANY GREEN PROXY CARD SENT TO YOU BY THE STILWELL GROUP. Even voting to “Withhold” a vote on the nominee or nominees of the Stilwell Group by signing and returning the GREEN PROXY CARD could invalidate any vote a shareholder may also make “For” the Board’s nominees. Instead, shareholders supporting nominees recommended by your Board of Directors should sign and return the WHITE PROXY CARD that is included in the enclosed materials.

If you have already received and returned the GREEN PROXY CARD from the Stilwell Group, we urge you to change your vote by promptly signing, dating and returning the enclosed WHITE PROXY CARD or voting by internet using the instructions on the WHITE PROXY CARD. Only the latest dated proxy card or vote you submit will be counted.

Our Board unanimously recommends that shareholders vote "FOR" the approval of the six directors that have been nominated by the Board on recommendation from the Nominating Committee, as further described in the enclosed Proxy Statement. All are very well qualified and are long-time members of our Gulf Coast Community. All of the nominees have been directors of The Peoples Bank for some time. Five of the six nominated are currently serving on the Board of the Company.

I am also proud to announce the nomination of Paige Reed Riley for director of the Company as part of the slate of directors nominated by the Board. Paige is well known on the Mississippi Coast for her involvement with the tourism industry and for her leadership of Hillyer House, a nationally recognized, award-winning gallery that features exceptional works of art from local, regional and national artists. She is also the first female nominated for a position on the Board of the Company, although she has served as a member of the Board of Directors of The Peoples Bank since 2018.

AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

It is particularly important that you be represented by proxy at the Annual Meeting regardless of the number of shares you own.The Company will expect all shareholders in attendance at the Annual Meeting to observe applicable health and safety guidance with respect to the Coronavirus disease (COVID-19), including social distancing and the wearing of masks. Nevertheless, due to recent health and travel concerns associated with COVID-19, you may determine that it is not advisable for you to attend the Annual Meeting. In that case, you are strongly encouraged to return a completed proxy in the form distributed along with the enclosed notice of meeting and proxy statement. If you expect to attend the Annual Meeting in person, please call Greg Batia, Vice President – Audit, at (228) 435-8673 by 3:00 p.m., Central Time, on Friday, May 14, 2021, to advise us of your plans so the Company can be adequately prepared for the purposes of complying with applicable health and safety guidance.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible by RETURNING the enclosed WHITE PROXY CARD. Your vote by proxy will ensure your representation and support at the Annual Meeting regardless of whether or not you attend in person.

We appreciate your prompt attention to this matter, and your continued support of and interest in the Company.

Sincerely yours,

/s/ Chevis C. Swetman

Chairman, President and Chief Executive Officer

AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

NOTICE OF SPECIALANNUAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN that, pursuant to a call of its Board of Directors, a Specialthe Annual Meeting of Shareholders of Peoples Financial Corporation (the "Company" or the “Corporation”) will be held in The Swetman Building at The Peoples Bank, Suite 204, 727 Howard Avenue, Biloxi, Mississippi, 39530, on March 10,May 19, 2021, at 6:30 P.M., local time, for the purpose of considering and voting upon the following matters:

Only those shareholders of record at the close of business on February 3,March 31, 2021, will be entitled to notice of, and to vote at, the meeting or any adjournments thereof. For those thatThose who attend the meeting attendeesin person will be strongly encouraged to observe applicable public health guidance with respect to COVID-19, including wearing masks and socially distancing.

Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual Meeting of Shareholders to be Held on March 10,May 19, 2021

Pursuant to rules promulgated by the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials both by sending you this full set of proxy materials, including a Notice of SpecialAnnual Meeting, and form of Proxy and 2020 Annual Report to Shareholders, and by notifying you of the availability of our proxy materials on the Internet. The Notice of SpecialAnnual Meeting, Proxy Statement, and the form of Proxy and the 2020 Annual Report to Shareholders are available at the following website address:

https://www.shareholderaccountingsoftware.com/tspweb/peoples/pxsignon.asp. In accordance with the SEC rules, the materials on the site are searchable, readable and printable and the site does not have “cookies” or other tracking devices which identify visitors.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIALANNUAL MEETING, PLEASE DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY. IF YOU DO ATTEND THE SPECIAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. THE PROXY ALSO MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE BY WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY OR BY EXECUTION OF A SUBSEQUENTLY DATED PROXY.

By Order of the Board of Directors

/s/ Chevis C. Swetman

 Chairman, President and Chief Executive Officer

AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

PROXY STATEMENT FOR SPECIALANNUAL MEETING OF SHAREHOLDERS

I. General

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Peoples Financial Corporation (the "Company") of Proxies for a Specialthe Annual Meeting of Shareholders (the "Special"Annual Meeting") to be held in The Swetman Building at The Peoples Bank, Suite 204, 727 Howard Avenue, Biloxi, Mississippi, 39530, on March 10,May 19, 2021, at 6:30 P.M., local time, and any adjournmentsadjournment thereof, for the purposes stated in the foregoing Notice of SpecialAnnual Meeting of Shareholders. For those that

Those who attend the SpecialAnnual Meeting attendeesin person will be strongly encouraged to observe applicable public health guidance with respect to COVID-19, including wearing masks and socially distancing. The mailing address of the principal executive offices of the Company is P.O. Box 529, Biloxi, Mississippi 39533-0529. The Notice of SpecialAnnual Meeting, Proxy Statement, and form of Proxy and 2020 Annual Report to Shareholders will be mailed to shareholders of record on or about February 11,April 15, 2021.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE BOARD’S NOMINEES USING THE ENCLOSED WHITE PROXY CARD AND URGES YOU NOT TO SIGN OR RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY OTHER PARTIES.

Shareholders of record of the Company's Common Stock, par value $1.00 per share (the "Common Stock"), at the close of business on February 3,March 31, 2021 (the "Record Date"), are entitled to receive notice of and to vote at the SpecialAnnual Meeting or any adjournments thereof. On the Record Date, the Company had outstanding 4,878,557 shares of Common Stock entitled to vote at the SpecialAnnual Meeting. A majority of the outstanding shares constitutes a quorum. Each share of Common Stock entitles the holder thereof to one vote on each matter presented at the SpecialAnnual Meeting for shareholder approval. AssumingDirectors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum at the Special Meeting, the affirmative vote of a majority of the voting power present, in person or by proxy, of holders of the Common Stock is required for approval of Proposals 1 and 2. Actionpresent. Actions on a matter isall other matters are approved if the votes cast in favor of the action exceed the votes cast opposing the action. Abstentions, which include broker non-votes, or votes withheld from a nominee for the Board of Directors, are counted for purposes of determining a quorum, but are otherwise not counted and have no effect on the outcome of the matters to be voted upon. The Board unanimously recommends that shareholders vote “FOR” the approval of Proposal 1 and Proposal 2.

The Board is also soliciting proxies to grant discretionary authority to adjourn the Special Meeting, if necessary, for the purpose of soliciting additional proxies in favor of the approval of Proposal 1 and/or Proposal 2. Assuming a quorum at the Special Meeting, the affirmative vote of a majority of the voting power present, in person or by proxy, of holders of the Common Stock is required for the approval of the proposal to adjourn the Special Meeting.  Action on a matter is approved if the votes cast in favor of the action exceed the votes cast opposing the action.  Abstentions, which include broker non-votes, are counted for purposes of determining a quorum, but are otherwise not counted and have no effect on the outcome of the matters to be voted upon. The Board unanimously recommends that shareholders vote “FOR” the approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposal 1 and/or Proposal 2.

Any person giving a Proxy has the right to revoke it at any time before it is exercised. A shareholder may revoke his or her Proxy (l) by revoking it in person at the SpecialAnnual Meeting, (2) by written notification to the Secretary of the Company which is received prior to the exercise of the Proxy, or (3) by a subsequent Proxy presented to the Secretary of the Company prior to the exercise of the Proxy. All properly executed Proxies, if not revoked, will be voted as directed. If the shareholder does not direct to the contrary, the shares will be voted "FOR" Proposalsthe nominees listed in Item 1 and "FOR" Item 2 and 3 described in the Notice of SpecialAnnual Meeting of Shareholders.

SolicitationThe cost of Proxiessoliciting proxies will be primarilyborne by mail. Officers, directors, and employees ofthe Company.  The Peoples Bank (the "Bank") may solicit Proxies personally. The Company also has retained Equiniti (US) Services LLC ("EQ"(“EQ”) to aid in the solicitation of proxies. EQproxies in conjunction with the Meeting, and will receivepay a base fee of $5,000$20,000, plus reimbursement of reasonable out-of-pocket expenses and certain incremental costscost, for its proxy solicitation services.  TheEQ expects that approximately 12 of its employees will assist in the solicitation. Our directors, director nominees and certain executive officers named in Annex A may supplement the proxy solicitor's solicitation of proxies by mail, personally, by telephone, by press release, by facsimile transmission or by other electronic means.  No additional compensation will be paid to our directors or employees for such services.

EQ may ask brokerage houses, banks and other custodians and nominees whether other persons are beneficial owners of the Company's common stock.  If so, the Company will reimburse brokers, banks and other persons holding sharescustodians and nominees for their costs of sending our proxy materials to the beneficial owners of our common stock.

As a result of the actions by the Stilwell Group, we estimate we may incur approximately $175,000 of additional expense in their names, orfurtherance of, and in connection with, the solicitation in excess of that normally spent for an annual meeting, including attorney fees, independent inspector of elections fees, proxy tabulator fees for the tabulations of votes submitted by participants in the namesEmployee Stock Ownership Plan (“ESOP”) and 401(k) Plan of the Company, printer costs incurred in connection with the preparation and filing of preliminary proxy materials with the SEC and the preparation of additional solicitation materials, and the fees of EQ, of which we estimate that approximately $60,000 of expense has been incurred to date. However, this estimate does not include the costs represented by salaries and wages of executive officer employees of the Company engaged in the solicitation process, costs we would normally incur in an uncontested director election or any costs associated with any potential litigation that may arise in connection with the proxy solicitation. Furthermore, the actual amount of additional expense we may incur could be materially different from what we currently estimate, depending on possible actions that might be taken by the Stilwell Group in connection with this proxy contest.

Participants in the Solicitation

Under applicable SEC regulations, each of the Company’s directors and director nominees forand certain executive officers named in Annex A are deemed to be Participants in this proxy solicitation by virtue of their position as directors and director nominees of the expenseCompany or because they may be soliciting proxies on our behalf. For information about our directors, director nominees and our executive officers who may be deemed to be Participants in the solicitation, please see “Item 1: Election of transmittingDirectors” on page 4 of this Proxy materials. The costStatement, “Ownership of soliciting ProxiesEquity Securities by Directors and Executive Officers” on page 13 of this Proxy Statement and Annex A to this Proxy Statement. Other than the persons described in this Proxy Statement, no general class of employees of the Company will be borne byemployed to solicit stockholders in connection with this proxy solicitation. However, in the Company.course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation.

If you hold your Common Stock through a broker, the broker may be prevented from voting shares held in your brokerage account (a “broker non-vote”) unless you have given the broker voting instructions.  A “broker non-vote” occurs when a broker lacks discretionary voting power to vote on a “non-routine” proposal and a beneficial owner fails to give the broker voting instructions on that matter.  The rules of the New York Stock Exchange determine whether matters presented at a shareholder meeting are “routine” or “non-routine” in nature.  Proposals 1, 2 and 3 to be considered at the Special Meeting are “non-routine” matters.  If you hold your Common Stock through a broker and do not instruct your broker how to vote your shares on Proposal 1, 2 or 3, no votes will be cast on your behalf for any or all of these proposals at the Special Meeting. AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

The six directors recommended by the Company’s Board of Directors for election at the 2021 Annual Meeting are reflected on the WHITE PROXY CARD accompanying this proxy statement, which is not awarebeing used by the Company to solicit votes for the election of the nominees recommended by the Board of Directors. All nominees recommended by the Board of Directors were elected as directors at the Company’s 2020 Annual Meeting except for Ms. Riley, who is being nominated for a position on the Company’s Board of Directors for the first time.

You may have already received a communication from the Stilwell Group asking you to return their GREEN PROXY CARD. THE COMPANY’S BOARD OF DIRECTORS STRONGLY OPPOSES THE STILWELL GROUP’S PROXY SOLICITATION AND URGES YOU NOT TO SIGN OR RETURN ANY GREEN PROXY CARD SENT TO YOU BY THE STILWELL GROUP. Even voting to “Withhold” a vote on the nominee or nominees of the Stilwell Group by signing and returning the GREEN PROXY CARD could invalidate any matters other than as set forth herein which are likelyvote a shareholder may want to make “For” the nominees recommended by the Board of Directors. Instead, shareholders wanting to support nominees recommended by the Board of Directors should sign and return the WHITE PROXY CARD.

If you have already returned the GREEN PROXY CARD from the Stilwell Group, you may change your vote by promptly signing, dating and returning the enclosed WHITE PROXY CARD or by voting by internet using the instructions on the WHITE PROXY CARD. Only the latest dated proxy card or vote you submit will be brought before the Special Meeting. counted.

If any other matters do come before the SpecialAnnual Meeting, as to which this Proxy confers discretionary authority, the person named in the accompanying Proxy or his or her substitute will vote the shares represented by such ProxyProxies in accordance with the direction of a majority of the Board of Directors.

II. Proposed Amendments to Articles of IncorporationProxy Contest

IntroductionJoseph Stilwell and Background

In 2019,a group of funds he controls (the “Stilwell Group”) has notified the Company and its wholly owned bank subsidiary, The Peoples Bank, Biloxi, Mississippi (the “Bank”), throughthat they intend to nominate one person for election as a director at the Executive Strategic Oversight Committee of the Bank (“ESOC”), began effortsAnnual Meeting. Accordingly, there may be seven nominees for election to adopt a comprehensive strategic plan for the Company and the Bank (the “Strategic Plan”). In a set of resolutions adopted by the Board, but only six nominees will be elected. The Stilwell Group consists of Stilwell Activist Investments, L.P., together with Stilwell Activist Fund, L.P., Stilwell Value Partners, L.P., Stilwell Value LLC, and Mr. Stilwell. No other nominations of persons for election as directors of the Company in 2019, the Board resolved that, once the Strategic Plan was finalized by ESOC and approved by the Bank’s board of directors, the Board would carefully consider the Strategic Plan, including the anticipated impact it could have on the future performance of the Company, and approve the Strategic Plan for adoption by the Company should it be found sufficient to maximize shareholder value over the long-term. The Strategic Plan was finalized by ESOC and approved by the Bank’s board of directors in November, 2019, but duewere submitted to the numerous challenges of 2020, including the worldwide COVID-19 pandemic and the operational impediments it has presented, the Board of the Company did not have the opportunity to consider the Strategic Plan’s contents for approval by the Company until recently.

In December, 2020, the Board of the Company authorized the Company’s Audit Committee to examine the Strategic Plan and, after considering the elements of the Strategic Plan, the Bank’s progress toward its goals in 2020, the unforeseen and unique challenges posed to the Bank in 2020, and the prospects for the Bank meeting the Strategic Plan’s goals going forward, make a recommendation to the Board with respect to the following: (i) whether or not the Strategic Plan should be approved by the Board as the best way to maximize Company shareholder value over the foreseeable future as reasonably determined by the Audit Committee and the Board; (ii) what alternative strategies, if any, should be considered in addition to those stated in the Strategic Plan; and (iii) if the Strategic Plan is sufficient to maximize Company shareholder value, what other changes with respect to the Company’s governing documents may be necessary or appropriate to place the Company in a better position to pursue the strategic goals stated in the approved Strategic Plan.

Pursuant to recommendations made by the Audit Committee as a result of that charge, the Board of the Company, at a meeting held in January 2021, approved the Strategic Plan with slight revisions made for the purposes of implementation by the Company and, in order to place the Company in a better position to pursue the strategic goals stated in the Strategic Plan, approved certain amendments to the Company’s Bylaws and Articles of Incorporation (“Articles”), along with the calling of the Special Meeting for the required shareholder approval of the proposed amendments to the Articles of the Company. The Bylaw amendments made pursuant to the Board’s approval in January 2021, were announced in a Current Report on Form 8-Kadvance notice provisions of the Company’s Bylaws.

The Stilwell Group filed by the Companydefinitive proxy materials with the Securities and Exchange Commission (the “SEC”) on January 27, 2021.March 29, 2021, that will be sent to shareholders in order to solicit proxies in support of its candidate. The Stilwell Group’s candidate has NOT been endorsed by our Board. We are not responsible for the accuracy of any information provided by or relating to the Stilwell Group contained in any proxy solicitation materials filed or to be filed or disseminated by, or on behalf of, the Stilwell Group or any other statements that the Stilwell Group may otherwise make.

Therefore, upon recommendation from its Audit Committee,We urge you to elect the Board of the Company is proposing amendments to the Articles of the Company to update the Articles and allow the Company to more effectively pursue the goals of the Strategic Plan adopteddirectors recommended by the Board, withinby completing the parameters of current financial industry considerationsattached WHITE PROXY CARD and returning it in the enclosed postage-paid envelope. The Board recommends that you DO NOT sign or return any proxy card that may be sent to allowyou by the Board and management additional flexibilityStilwell Group or anyone else. Voting against another person’s nominees on a proxy card sent to you by that person is not the same as voting for the Board’s nominees, because a vote against another person’s nominees on its proxy card will revoke any previous proxy submitted by you. If you have previously submitted the green proxy card to the Stilwell Group, we urge you to revoke that proxy by voting in dealing with potential challenges to successful operationfavor of the Company under its governance structure. Set forth below areBoard’s nominees by using the changes proposed toenclosed WHITE PROXY CARD. Only the latest validly executed proxy that you submit will be made to the Articles.counted.

Proposal 1: Amending the Articles of Incorporation of the Company to eliminate cumulative voting in the election of directors.AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

The AmendmentII. Management Proposals

On January 27, 2021, upon recommendationItem 1: Election of Directors

The following nominees have been designated by the AuditNominating Committee and are proposed by the Board unanimously approved, subject to shareholder approval, an amendment to the Articles of the Company to eliminate cumulative votingDirectors for election at the Annual Meeting. The shares represented by properly executed Proxies will, unless authority to vote is withheld, be voted in favor of directorsthese persons. Each share of Common Stock entitles the Company, by inserting a new Article ELEVENTH. The proposed addition of ARTICLE ELEVENTH is as follows:

ELEVENTH:     The rightrecord holder thererof to cumulate votes in the election of directors shall not exist with respect to shares of stock of the Corporation.

Background: Reasons for the Amendment; Recommendation of the Board

The Company's shareholders currently elect directors by a procedure called "cumulative voting.” Under Mississippi law, for entities incorporated prior to 2002, cumulative voting is present unless specifically eliminated in the Articles filed with the Mississippi Secretary of State. The Company was incorporated in 1984 and because the Company's Articles currently do not address cumulative voting, shareholders of the Company have the right to cumulativelyone vote in any election of directors. Cumulative voting enables a shareholder to cumulate votes for the election of a nominee by casting a number of votes for such nominee equal to the number of directorsupon each matter to be voted on at the Annual Meeting. Shares for which the holder has elected multiplied byto withhold the vote (including broker non-votes) on a matter will count as shares present for purposes of determining a quorum, but will not be included in determining the number of votes cast with respect to whicha matter. Should any of these nominees be unable to accept the shareholder is entitled. The shareholder also may distribute his or her votes among two or more nominees onnomination, the same basis. This procedure allows a shareholder to cumulate his or her votes for one or moreshares voted in favor of the nominees. For example, in an electionnominee will be voted for such other person, if any, as the Board of three directors, if a shareholder held one vote,Directors shall nominate. Each director is elected to hold office until the shareholder would have three votes. He or she could cast those three votes for onenext Annual Meeting of the nominees, or cast two votes for one nomineeShareholders and one vote for another, or cast one vote for each of the three nominees.until his successor is elected and qualified.

TheAt its meeting on March 24, 2021, the Board believes this procedure is overly complicated to implement and seldom if ever used by shareholders and is no longer in the best interestsof Directors of the Company, in accordance with the bylaws of the Company, resolved that, as of the election of the Board at the Annual Meeting and its shareholders. In addition:for the period following, the number of individuals serving on the Board of the Company shall be six (6). Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Therefore, a person nominated, whether by the Board of the Company or the Stilwell Group, will be elected to the Board of the Company if he or she receives enough “For” votes in order to rank in the top six of those nominated for election to the Company’s Board of Directors.

Accordingly,Ronald G. Barnes

Mr. Barnes, age 57, was first elected an independent director of the Company in 2020 and has served as an independent director of the Bank since 2017. His principal residence is in Vancleave, MS. He earned his Bachelor of Science in Business Administration with an emphasis in Marketing Management from the University of Southern Mississippi. Mr. Barnes joined Coast Electric Power Association, headquartered in Hancock County, MS, in 1995, holding several key management positions until he was named President and Chief Executive Officer in 2017, a position he currently holds. He holds numerous leadership positions in professional, civic and charitable organizations on both a local and state level and has received recognition for his service and leadership skills. The Company believes that Mr. Barnes’ qualifications to serve on the Board include his executive leadership and management experience.

Padrick D. Dennis

Mr. Dennis, age 36, was first elected an independent director of Directorsthe Company in 2020 and has served as an independent director of the Bank since 2018. His principal residence is in Gulfport, MS. He earned his Bachelor of Arts degree and Bachelor of Science degree with an emphasis in Accounting and Business Administration from Washington & Lee University. Mr. Dennis earned a Juris Doctor from the University of Mississippi School of Law. Mr. Dennis joined Specialty Contractors and Associates, Inc. in 2010 as a Project Manager and in 2014 was named Vice-President of Construction and Operations, a position he currently holds. Mr. Dennis is involved in several community and civic organizations. The Company believes that cumulative votingMr. Dennis’s qualifications to serve on the Board include his executive leadership, legal and financial experience.

Jeffrey H. O’Keefe

Mr. O’Keefe, age 64, has served as an independent director of the Company since 2011 and of the Bank since 1986. His principal residence is no longer in Biloxi, MS. Mr. O’Keefe earned his Bachelor of Science in Business Administration from the best interestsUniversity of Southern Mississippi. He has been with Bradford-O’Keefe Funeral Homes, Inc. since 1970 and served as its President from 1983 until 2017, at which time he was named Chief Executive Officer, a position he currently holds. During his career, he has held leadership positions with a number of professional, community and civic organizations. The Company believes that Mr. O’Keefe’s qualifications to serve on the Board include his executive leadership and management experience.

Paige Reed Riley

Ms. Riley, age 60, has served as an independent director of the Bank since 2018 and is being nominated as an independent director of the Company for the first time this year. Her principal residence is in Ocean Springs, MS. She attended Mississippi Gulf Coast Community College with a concentration in management and marketing. Ms. Riley is the owner of Hillyer House, a local gallery which has been in her family since 1970. Under her leadership, Hillyer House has grown into a nationally recognized, award-winning gallery featuring exceptional works of art from local, regional and national artists. She has held leadership positions with a number of professional, community and civic organizations. The Company believes that Ms. Riley’s qualifications to serve on the Board include her executive leadership, management experience and success as a small business owner as well as her involvement with the local tourism industry within the market areas of the Company and its shareholders and unanimously recommends that elimination of cumulative voting is a prudent step that would institute a system of representational fairness in which each shareholder’s influence in director elections is proportionate to the number of shares owned by such shareholder.

Required Vote

The affirmative vote of a majority of the votes cast on the matter, assuming a quorum is present at the Special Meeting (in person or by proxy), is required for approval of this amendment to the Articles of Incorporation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THIS AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY.

Proposal 2: Amending the Articles of Incorporation of the Company to add exculpatory and indemnification provisions for directors and officers of the Company.

The Amendment

On January 27, 2021, upon recommendation of the Audit Committee, the Board unanimously approved, subject to shareholder approval, an amendment to the Articles of the Company to add Article TWELFTH to provide robust exculpatory and indemnification provisions for the directors and officers of the Company. The proposed addition of ARTICLE TWELFTH is as follows:

TWELFTH:

(a) A director shall not be liable to the Corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for: (i) the amount of financial benefit received by a director to which he is not entitled; (ii) an intentional infliction of harm on the Corporation or its shareholders; (iii) a violation of Section 79-4-8.33 of Mississippi Code of 1972, as amended; or (iv) an intentional violation of criminal law.Bank.

(b) Subject toAMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

George J. Sliman, III

Mr. Sliman, age 61, has served as an independent director of the provisionsCompany since 2019 and of this ARTICLE TWELFTH, the Corporation shall indemnify any person whoBank since 2018. His principal residence is in Ocean Springs, MS. He graduated from Springhill College and earned a Master of Business Administration degree from the Wharton School of Business at the University of Pennsylvania. He was oremployed for several years with an international accounting firm and is a party, orretired Certified Public Accountant. Mr. Sliman was named a Director of SunStates Holdings, Inc., a privately held real estate investment company, in 2001, and in 2007 was named President of that company. He is threatened to be madealso currently a party, to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals (including any action by orDirector, Vice-President and Chief Financial Officer of SunStates Management Corp., an entity that specializes in the rightleasing, management and development of multi-family properties. He is also general partner and managing member of several privately held investment entities. He has held numerous leadership positions with community and civic organizations. The Company believes that Mr. Sliman’s qualifications to serve on the Corporation) (“Proceeding”), by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the CorporationBoard include his executive leadership, management and financial experience.

Chevis C. Swetman

Mr. Swetman, age 72, has served as a director officer, partner, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such a Proceeding: (A) to the fullest extent permitted by the Mississippi Business Corporation Act in effect from time to time (the "Act") and (B) despite the fact that such person has failed to meet the standard of conduct set forth in Miss. Code Ann. § 81-5-105 (1972, as amended), or would be adjudged liable to the Corporation in connection with a Proceeding by or in the right of the Corporation. Any indemnification under this ARTICLE TWELFTH shall be made by the Corporation only as authorized in the specific case upon a determination that indemnificationCompany since 1984 and of the director, officer, employeeBank since 1975. His principal residence is in Biloxi, MS. He has served as Chairman of the Company since 1994. Mr. Swetman is President and Chief Executive Officer of the Company and the Bank and has been employed with the Bank since 1971. He earned a Bachelor of Science in Finance degree and a Master of Business Administration degree from the University of Southern Mississippi. In addition to his role with the Company, Mr. Swetman has been recognized numerous times for his leadership in professional, civic and community organizations. The Company believes that Mr. Swetman's qualifications to serve on the Board encompasses his 50 years of experience in banking, including serving as Chairman for more than 25 years.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE NOMINEES LISTED ABOVE.

Item 2: Appointment of Independent Registered Public Accounting Firm

Porter Keadle Moore, LLC, (“PKM”) of Atlanta, Georgia, served as the independent registered public accounting firm for the Company from 2006 until October 1, 2019, at which time the firm combined its practice (the “Practice Combination”) with Wipfli LLP (“Wipfli”). As a result of the Practice Combination, PKM effectively resigned as the Company’s independent registered public accounting firm and Wipfli, as the successor to PKM following the Practice Combination, was engaged as the Company’s independent registered public accounting firm. The Company’s Board of Directors was notified of the Practice Combination and the effective resignation of PKM and approved the retention of Wipfli. The effective resignation of PKM was the result of the Practice Combination and not the result of any disagreements with PKM. The audit report of PKM regarding the Company’s financial statements for the fiscal year ended December 31, 2018 did not contain an adverse opinion or agent is proper indisclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Upon recommendation of the circumstances because he or she has met the applicable standard of conduct set forth in Sections (a) and (b) of this ARTICLE TWELFTH, such determination to be made (i) byAudit Committee, the Board of Directors has appointed Wipfli LLP as auditors for the fiscal year ending December 31, 2021, subject to shareholders ratification at the Annual Meeting.

The Company has been advised that neither Wipfli nor any of its partners has any direct or any material indirect financial interest in the securities of the Company or any of its subsidiaries, except as auditors and consultants on accounting procedures. The Board does not anticipate that representatives of Wipfli LLP will attend the Annual Meeting.

During the fiscal years ended December 31, 2020, 2019 and 2018, the Company did not consult with Wipfli with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that Wipfli concluded was an important factor considered by majority votethe Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of a quorum consistingdisagreement (as defined in Item 304(a)(1)(iv) of directors not at the time parties to the Proceeding, (ii) ifRegulation S-K) or a quorum cannot be obtained under (i), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting of two or more directors not at the time parties to the Proceeding, (iii) by special legal counsel (a) selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii) or (b) if a quorumreportable event of the Board of Directors cannot be obtained under (i) and a committee cannot be designated under (ii), selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate), (iv) by the shareholders (but shares owned by or voted under the control of directors who are at the time parties to the Proceeding may not be voted on the determination) or (v) by a court.

(c) The Corporation upon request shall pay or reimburse any person who was or is a party, or is threatened to be made a party, to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for his or her reasonable expenses (including legal fees) in advance of final disposition of the Proceeding as long as (1) such person furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined by a judgment or other final adjudication that his or her acts or omissions did violate the applicable standard of conduct set forth in Section (a) or (b) of this ARTICLE TWELFTH, which undertaking must be an unlimited general obligation of such person, and which shall be accepted by the Corporation without reference to final ability to make repayment or to collateral and (2) a determination is made by any of the personstype described in (i) through (iv)Item 304(a)(1)(v) of Section (b) of this ARTICLE TWELFTH that the facts then known to those making the determination would not preclude indemnification under this ARTICLE TWELFTH. Such request need not be accompanied by the affirmation otherwise required by the Act.

(d) The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such persons may be entitled as a matter of law.

(e) The Board of Directors or shareholders of the Corporation may adopt a policy for the indemnification of directors, officers, employees and agents of the Corporation, as they from time to time see necessary or prudent in the best interest of the Corporation.Regulation S-K.

(f) The Corporation may, uponAMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

Although not required to do so, the affirmative vote of a majority of its Board of Directors purchase insurancehas chosen to submit its appointment of Wipfli LLP for ratification by the purposeCompany's shareholders. It is the intention of indemnifying individuals to the extent that such indemnification is allowedperson named in the preceding paragraphs. Such insurance may, but needProxy to vote such Proxy "FOR" the ratification of this appointment. If this proposal does not be,pass, the Board of Directors will reconsider the matter.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THIS APPOINTMENT OF WIPFLI LLP.

III. Corporate Governance

General

The Company has a long-standing commitment to strong corporate governance practices. The practices provide an important framework within which our Board of Directors and Management can pursue the strategic objectives of the Company and ensure long-term vitality for the benefit of our shareholders. The cornerstone of our practices is an independent and qualified board of directors. All directors are elected annually by the shareholders, and the membership of all directors, officers, or employees.

(g)board committees are composed entirely of independent directors. The invalidity or unenforceabilityCompany has a Code of any provisionConduct and a Whistleblower Policy, both of this ARTICLE TWELFTH shall not in any way affect the remaining provisions hereof, which shall continue in full force and effect. Neither the amendment nor repealare posted on its website, www.thepeoples.com. The Company’s Code of this ARTICLE TWELFTH, nor the adoption or amendment of any other provision of the Corporation's Bylaws or the Articles of Incorporation inconsistent with this ARTICLE TWELFTH, shall applyConduct applies to or affect in any respect the applicability of this ARTICLE TWELFTH with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Background: Reasons for the Amendment; Recommendation of the Board

Article VI of the Company’s Bylaws currently provides the Company with the authority to indemnify the Company’sall directors, officers and employees. Such

Board Independence

Messrs. Barnes, Dennis, O’Keefe and Sliman are independent as defined by OTCQX listing standards. Mr. Swetman is not considered an independent director, because he is a provision was partmember of our management team and receives compensation for his services to the Company. Ms. Riley, who is not currently a director but is being nominated for election to the board of directors, is also independent as defined by OTCQX listing standards.

Board Composition

The Company’s original Bylaws adopted in 1985,Nominating Committee Charter and it remained unchanged until it was amendedbylaws define the process and criteria for selecting individuals to be consistent with the proposed ARTICLE TWELFTH at the meeting of the Company’s Board on January 27, 2021. Subsequentnominated for election to the Company’s formation, Mississippi law was amended to provide mandatory exculpation and indemnification for bank and bank holding company directors and officers in the performance of their duties except in limited circumstances, some of which require inclusion as part of the Company’s Articles of Incorporation.

The Board believes it is appropriate to adopt provisions within the Company’s Articles in accordance with current Mississippi law, including Miss. Code Ann. § 79-4-2.02 and the updated bank director statute in § 81-5-105, to require the indemnification and exculpation of directors and officers in accordance with best governance practice. Including such provisions is common market practice among peers and will help the Company solicit strong candidates for directors and officers as such needs arise.

Required Vote

The affirmative vote of a majority of the votes cast on the matter, assuming a quorum is present at the Special Meeting (in person or by proxy), is required for approval of this amendment to the Articles of Incorporation.

The Board of Directors unanimously recommends thatDirectors. All nominees, including those recommended by shareholders, vote “FOR”must comply with this amendment to the Articles of Incorporation of the Company.

Proposal 3: The Adjournment Proposal

At the Special Meeting, we may ask shareholders to vote to adjourn the Special Meeting to solicit additional proxies in favor of the approval of Proposal 1 and/or Proposal 2 if we have not obtained sufficient votes to approve both of the proposals. Approval of Proposal 3 to adjourn the meeting requires the affirmative vote of a majority of the votes cast on the matter, assuming a quorum is present at the Special Meeting (in person or by proxy).

The Board of Directors unanimously recommends a vote “FOR” the Proposal to adjourn the meeting, if necessary.same process and criteria.

AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

In accordance with the bylaws of the Company, the Board of Directors determined the size of the Board and the Nominating Committee developed a slate of nominees to stand for election at the annual meeting of shareholders. In developing the slate, the Nominating Committee considers the qualifications set forth in the Charter of the Nominating Committee and the Company’s bylaws. Minutes of all Nominating Committee meetings are maintained. The Nominating Committee reports its recommendations regarding the slate of nominees to the Board of Directors for their ratification. Once the slate is ratified, the Board of Directors instructs the President of the Company to take such actions as are required to distribute proxy materials to the shareholders in accordance with the Company’s bylaws and applicable regulatory requirements.

The bylaws of the Company requires that directors shall (1) own in his or her own right unencumbered stock in the Corporation in the amount of at least Two Hundred Dollars ($200.00) par value at the time of her or her election to the Board of Directors and continue to own such par value amount throughout his or her term; (2) not be or been subject to a cease and desist order, consent or other formal order by a state or federal regulatory agency which has been publicly disclosed within the past ten (10) years; (3) not been convicted of a crime involving dishonesty or breach of trust; (4) not be currently charged with the commission of a crime; (5) maintain a principal residence within fifty (50) miles of the main office or a branch office of the Corporation or its bank subsidiary; (6) not be a director, officer or 10% stockholder of a financial institution that has a main office or branch offices within fifty (50) miles of the main office or a branch office of the Corporation; (7) comply with all of the Corporation’s policies and procedures applicable to directors, including a requirement to maintain confidentiality of all matters discussed by the Board of Directors at its meeting; (8) not be a party to any agreement that materially limits his or her voting discretion as a director or his or her ability to discharge fiduciary duties to all directors; and (9) take and subscribe an annual oath that he or she will faithfully and diligently perform the duties of his or her office and will not knowingly violate or permit to be violated any provision of law or any requirements or qualifications listed above. All nominees have provided documentation certifying that they meet these requirements.

Further, it is the Company’s intention that the minimum qualifications for nominees be those individuals who have an understanding of the Company’s role in the local economy and who have demonstrated integrity and good business judgment. The Nominating Committee is encouraged to consider geographic and demographic diversity among candidates with financial, regulatory and/or business experience, but not so as to compromise the goal of attracting the most qualified individual candidates.

Director Nomination

Since the Company was founded in 1984, there has never been a conflict or dispute regarding director nominations. However, the Company is aware that Stilwell Activist Investments, L.P., together with Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, and Joseph D. Stilwell (collectively, “Stilwell Group”), filed with the SEC on March 29, 2021, definitive proxy materials, including an accompanying GREEN proxy card to be used to solicit votes for the election of their director nominee at the Annual Meeting, Peter Prickett.

In accordance with the Company’s bylaws, shareholders, including the Stilwell Group, may make nominations for election to the Board by making timely notice in writing to the Secretary of the Company. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the date of the Annual Meeting; provided, however, that since fewer than 100 days’ notice or prior public disclosure of the date of the Annual Meeting is being given or made to shareholders, the Company’s bylaws provide that notice by the shareholder, to be timely, must be so delivered or received not later than the close of business on the 10th day following the earlier of (i) the day on which such notice of the date of the Annual Meeting was mailed or (ii) the day on which such public disclosure was made. A shareholder’s notice to the Secretary shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director (a) the name, age, business address and residence address of such person, (b) the principal occupation or employment of such person, (c) the class and number of shares of the Corporation which are directly and beneficially owned by such person on the date of such shareholder’s notice and (d) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or, is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the shareholder giving the notice (a) the name and address, as they appear on the Corporation’s books, of such shareholder and any other shareholders known by such shareholder to be supporting such nominees and (b) the class and number of shares of the Company which are beneficially owned by such shareholder on the date of such shareholder’s notice and by any other shareholders known by such shareholder to be supporting such nominees on the date of such shareholder’s notice. No person nominated by a shareholder shall be eligible for election as a director of the Corporation unless nominated in accordance with these procedures, and the Chairman of the Annual Meeting shall, if the facts warrant, determine and declare to the Annual Meeting that a nomination was not made in accordance with the procedures prescribed by the Company’s bylaws, in which case the defective nomination shall be disregarded. Any shareholder nominee for the Board of Directors shall also meet the qualifications for the Company’s directors listed under the section above entitled “Board Composition” and will be required to present evidence of such prior to the Annual Meeting.

AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

The six directors recommended by the Company’s Board of Directors for election at the 2021 Annual Meeting are reflected on the WHITE PROXY CARD accompanying this proxy statement, which is being used by the Company to solicit votes for the election of the nominees recommended by the Board of Directors. All nominees recommended by the Board of Directors were elected as directors at the Company’s 2020 Annual Meeting except for Ms. Riley, who is being nominated for a position on the Company’s Board of Directors for the first time.

THE COMPANY’S BOARD OF DIRECTORS STRONGLY OPPOSES THE STILWELL GROUP’S PROXY SOLICITATION AND URGES YOU NOT TO SIGN OR RETURN ANY GREEN PROXY CARD SENT TO YOU BY THE STILWELL GROUP. Even voting to “Withhold” a vote on the nominee or nominees of the Stilwell Group by signing and returning the GREEN PROXY CARD could invalidate any vote a shareholder may want to make “For” the nominees recommended by the Board of Directors. Instead, shareholders wanting to support nominees recommended by the Board of Directors should sign and return the WHITE PROXY CARD.

Board Attendance

There were eight meetings of the Board of Directors of the Company held during 2020. All directors attended 75% or more of the total number of meetings of the Board of Directors and the total number of meetings held by the committees on which they served. The Board of Directors, at its discretion, meets on a periodic basis in executive session with only non-employee directors in attendance.

The Company does not have a written policy that members of the Board of Directors attend the Annual Meeting of Shareholders, but they are encouraged to do so. Because of the health risks posed by COVID-19, Chairman Swetman was the only Company director in attendance in person at the 2020 annual meeting; however, the remaining directors participated by phoning into the meeting and attended the meeting by proxy.

Board Leadership

The Chairman leads the Board of Directors and oversees board meetings and the delivery of information necessary for the Board of Directors’ informed decision-making. The Chairman also serves as the principal liaison between the Board of Directors and our Management. The Board of Directors determines whether the role of the Chairman and the Chief Executive Officer should be separated or combined based on its judgment as to the structure that best serves the interests of the Company. Currently, the Board of Directors believes that the positions of Chairman and Chief Executive Officer should be held by the same person as this combination has served and is serving the Company well by providing unified leadership and direction. The Vice Chairman of the Board of Directors is designated as the lead independent director and calls and presides over executive sessions of the Board of Directors.

AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

Board Committees

The Company has the following standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee.

According to the Company’s bylaws, the Audit Committee is responsible for oversight of (i) the external auditor’s qualifications and independence, (ii) the performance of the Company’s internal audit function and external auditor, (iii) the Chief Executive Officer’s and senior management’s responsibilities to assure that there is in place an effective system of controls reasonably designed to safeguard the assets of the Corporation, assure the integrity of the Corporation’s financial statements and maintain compliance with the Corporation’s ethical standards policies, plan and procedures and with laws and regulations and (iv) any other responsibility assigned to it by the Board of Directors from time to time. The Audit Committee, which met eleven times during 2020, is currently composed entirely of independent directors Ronald G. Barnes, Padrick D. Dennis, Jeffrey H. O’Keefe and George J. Sliman, III. The Company’s Board of Directors has determined that Mr. Sliman is an audit committee financial expert as that term is defined in pertinent SEC regulations. The Board based its determination on the education and professional accounting experience of Mr. Sliman. Mr. Sliman was named chairman of the Audit Committee in 2020. The Audit Committee may, from time to time, call upon certain advisors or consultants as it deems necessary. The Audit Committee acts pursuant to the Bylaws of the Company and its Audit Committee Charter. The Audit Committee submits its report to the shareholders in Section X below. The Audit Committee’s Charter is available for review on the Company’s website at www.thepeoples.com.

The Company’s Compensation Committee’s primary responsibility is to aid the Board of Directors in discharging its duties by recommending to the full Board the compensation of the Company’s Chief Executive Officer and other named executive officers of the Company and its bank subsidiary that have the title of Senior Vice-President or higher, as well as any other responsibility assigned to it by the Board of Directors from time to time. The Chief Executive Officer may attend meetings of the Compensation Committee to discuss executive performance and compensation. The Executive Vice-President attends each meeting of the Compensation Committee and presents his insights and suggestions. The Executive Vice-President and Chief Financial Officer each provide information and analysis to the Compensation Committee that is used in determining the named executive officers’ compensation. The Compensation Committee has been authorized by the Board of Directors to engage consultants, experts, and/or other advisors that are knowledgeable regarding compensation practices within the financial services industry. The hiring of such consultants is at the discretion of the Committee. The Compensation Committee did not engage any consultants during 2020. The Compensation Committee, composed entirely of independent directors Ronald G. Barnes, Padrick D. Dennis, Jeffrey H. O’Keefe and George J. Sliman, III, met one time during 2020 to review the executive officers’ performance and consider bonuses for the preceding year and salaries for the upcoming year. Mr. Dennis serves as chairman of the Compensation Committee. The Compensation Committee’s Charter is available for review on the Company’s website at www.thepeoples.com.

The Company’s Nominating Committee’s primary responsibility is to nominate qualified candidates to stand for election to our Board of Directors as well as any other responsibility assigned to it by the Board of Directors from time to time. This committee also provides assistance to the Board of Directors in the areas of committee selection and evaluation of the overall effectiveness of the Board of Directors.

AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

Recommendations for each of the Audit, Compensation, and Nominating Committee members shall be made by the Nominating Committee in accordance with its Charter and each of those committees shall be made up entirely of independent directors in accordance with pertinent SEC regulations, OTCQX Best Market listing standards then in effect, and any other standards required by law or established by their respective Charters. The Board of Directors may authorize, approve, and, to the extent necessary, amend Charters for each of the Audit, Compensation, and Nominating Committees.

The Nominating Committee is composed entirely of independent directors Ronald G. Barnes, Padrick D. Dennis, Jeffrey H. O’Keefe and George J. Sliman, III. Mr. Barnes was named chairman of the Nominating Committee during 2020. The Nominating Committee acts pursuant to the Company’s bylaws and its Nominating Committee Charter, which is available on the Company’s website at www.thepeoples.com. The Nominating Committee met one time during 2020 and one time in 2021 to nominate individuals to stand for election as directors of the Company and to serve on the Audit, Compensation and Nominating Committees.

Board’s Role in Risk Management

Risk is an integral part of the deliberations of the Board of Directors and its committees throughout the year. The Audit Committee and the Board of Directors annually review the Company’s risk assessments, considering management’s plan for mitigating these risks. The Board receives monthly written reports relating to the Company’s risk management and meets frequently with the Chief Risk Officer and other members of Management. The Audit Committee at its discretion meets on a periodic basis with managers from the Audit, Compliance, Security, I/T Security and Loan Review Departments.

Shareholder Communication

The Company has implemented a shareholder communication process to facilitate communications between shareholders and the Board of Directors. Any shareholder of the Company who wishes to communicate with the Board of Directors, a committee of the Board, the independent directors as a group, or any individual member of the Board, may contact Greg M. Batia, Vice-President and Auditor, P. O. Box 1172, Biloxi, MS 39533-1172, or at his e-mail address: gbatia@thepeoples.com. Mr. Batia will compile and submit on a periodic basis all shareholder correspondence to the entire Board of Directors, or, if and as designated in the communication, to a committee of the Board, the independent directors as a group or an individual Board member.

AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

IV. Voting Securities and Principal Holders Thereof

On February 3,March 31, 2021, the Company had outstanding 4,878,557 shares of its Common Stock, $1.00 par value, owned by 394approximately 391 shareholders. The following is certain information about the shareholders beneficially owning more than five percent of the outstanding shares of the Company.

(1) Shares held by the Employee Stock Ownership Plan (“ESOP”) are allocated to the participants’ accounts.account. The ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of Common Stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary duties, will vote all unallocated shares of its Common Stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which they have received timely voting instructions. The trustee of the ESOP, The Asset Management and Trust Services Division of The Peoples Bank, Biloxi, Mississippi, has dispositive powers.

(2) Participants with shares allocated to their ESOP accounts have voting rights but no dispositive powers. Participants with shares allocated to their 401(k) accountaccounts have voting rights and dispositive powers.

(3) Includes (i) shares allocated to Mr. Quave’s ESOP account; (ii) shares allocated to Mr. Quave’s 401(k) account; (iii) shares owned by Mr. Quave’s wife, of which Mr. Quave has neither voting rights nor dispositive powers; and (iv) shares owned by Mr. Quave’s minor children, of which Mr. Quave has voting rights and dispositive powers.

(4) Includes (i) shares allocated to Mr. Swetman’s ESOP account; (ii) shares allocated to Mr. Swetman’s 401(k) account; (iii) shares owned by Mr. Swetman and his wife jointly, of which Mr. Swetman shares voting rights and dispositive powers with his wife; (iv) shares owned by Mr. Swetman’s minor children, of which Mr. Swetman has voting rights and dispositive powers; (v) shares owned by Mr. Swetman’s IRA account, of which Mr. Swetman has voting rights and dispositive powers and (vi) shares owned by a private company, in which Mr. Swetman has a 94% ownership interest, of which Mr. Swetman has both voting rights and dispositive powers.

(5) Includes (i) shares allocated to Mr. Swetman’s ESOP account; (ii) shares allocated to Mr. Swetman’s 401(k) account; (iii) shares owned by Mr. Swetman and his wife jointly, of which Mr. Swetman shares voting rights and dispositive powers with his wife; (iv) shares owned by Mr. Swetman's IRA account, of which Mr. Swetman has voting rights and dispositive powers; and (v) shares owned by the IRA account of Mr. Swetman's wife, of which Mr. Swetman has neither voting rights nor dispositive powers.

(6) According to Amendment No. 45 to Schedule 13G filed with the SEC on February 13, 2020,11, 2021, by Jeffrey L. Gendell, as of December 31, 2019,2020, Jeffrey L. Gendell, through limited liability companies for which he serves as managing member, has shared voting power and shared dispositive power with respect to 472,701484,016 shares of the Company’s Common Stock.common stock. The forgoing information has been included solely in reliance upon the disclosures contained in the referenced amended Schedule 13G.

(7) According to Schedule 13G filed with the SEC on February 10, 2020, by Jason A. Stock and William C. Waller, as of December 31, 2019, Jason A. Stock and William C. Waller, through a limited liability company and a limited partnership for which they serve as managers or managing directors, have shared voting power and shared dispositive power with respect to 260,022 shares of the Company’s Common Stock. The forgoing information has been included solely in reliance upon the disclosures contained in the referenced Schedule 13G.

(8) According to Amendment No. 14 to Schedule 13D filed with the SEC on December 23, 2020,March 17, 2021, by (i) Stilwell Value Partners VII, L.P., a Delaware limited partnership (“Stilwell Value Partners VII”), (ii) Stilwell Activist Fund, L.P., a Delaware limited partnership (“Stilwell Activist Fund”), (iii) Stilwell Activist Investments, L.P., a Delaware limited partnership (“Stilwell Activist Investments”), (iv) Stilwell Value LLC, a Delaware limited liability company (“Stilwell Value LLC”) and the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments, and (v) Joseph Stilwell, the managing member and owner of Stilwell Value LLC (collectively referred to herein as the “Stilwell Group”), as of December 18,31, 2020, Josephthe Stilwell through a limited liability company and limited partnerships for which he serves as manager,Group, has shared voting power and shared dispositive power with respect to 484,645 shares of the Company’s Common Stock.common stock. The forgoing information has been included solely in reliance upon the disclosures contained in the referenced amended Schedule 13D.

IV.AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

V. Ownership of Equity Securities by Directors and Executive Officers

The table below sets forth the beneficial ownership of the Company's Common Stock as of February 3,March 31, 2021, by persons who are currently serving as directors, persons nominated for election at the Annual Meeting and all named executive officers. Also shown is the ownership by all directors and executive officers as a group. The persons listed have sole voting and dispositive power as to all shares except as indicated. Percent of outstanding shares of Common Stock owned is not shown where less than one percent.

Beneficial Ownership of Equity Securities by Directors and Executive Officers

(1) Shares held by the Employee Stock Ownership Plan (“ESOP”) are allocated to the participants’ accounts.account. The ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of Common Stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary duties, will vote all unallocated shares of its Common Stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which they have received timely voting instructions. The trusteetrust of the ESOP, The Asset Management and Trust Services Division of The Peoples Bank, Biloxi, Mississippi, has dispositive powers. Participants with shares allocated to their 401(k) account have voting rights and dispositive powers.

(2) Includes shares allocated to Mr. Fulmer’s ESOP account and shares allocated to Mr. Fulmer’s 401(k) account.

(3) Includes shares held by Mr. O’Keefe’s minor child of which Mr. O’Keefe is the custodian and has sole voting rights and dispositive powers.

(4) See Note (5) at Section III.IV.

(5) Includes shares allocated to Miss Wood’s ESOP account.account and shares owned by Miss Wood’s IRA account, of which Miss Wood has voting rights and dispositive powers.

V.AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

VI. Compensation of Executive Officers and Directors

Compensation Discussion and Analysis

The Compensation Committee determines the salaries, bonuses and all other compensation of the named executive officers identified in the Summary Compensation Table on page 20 of this Proxy Statement, including the Chief Executive Officer. The Committee is also charged with ensuring that policies and practices are in place to facilitate the development of the Company’s management talent, ensure management succession and enhance the Company’s corporate governance and social responsibility.

A. Guiding Philosophy and Objectives:

The Compensation Committee’s guiding philosophy is to attract and retain highly qualified executives, to motivate them to maximize long-term shareholder value while balancing both short-term and long-term objectives, and to pay for performance. The following objectives serve as guiding principles for all compensation decisions:

B. Responsibility of the Compensation Committee:

The primary responsibility of the Compensation Committee is to aid the Board in discharging its duties by recommending to the full Board the compensation of the Company’s Chief Executive Officer and other named executive officers of the Company.

C. Role of Executive Officers:

The Chief Executive Officer may attend the meetings of the Compensation Committee to discuss executive performance and compensation. The Executive Vice-President attends each meeting of the Compensation Committee and presents his insights and suggestions. The Executive Vice-President and Chief Financial Officer each provide information and analysis to the Compensation Committee that is used in determining the named executive officers’ compensation.

D. Consultants, Experts and/or Other Advisors:

The Compensation Committee has been authorized by the Board of Directors to engage consultants, experts, and/or other advisors that are knowledgeable regarding compensation practices within the financial services industry. The hiring of such consultants is at the discretion of the Committee. The Committee did not engage any consultants in 2020.

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E. Factors used to Determine Compensation:

The Compensation Committee’s considerations consist of, but are not limited to, analysis of the following factors: financial performance of the Company, including ROA, return on equity, and management of assets, liabilities, capital and risk. Additionally, the Compensation Committee uses annual compensation surveys to compare the compensation of positions in similar financial institutions of comparable asset size. Specifically, the Mississippi Bankers Association (“MBA”) Salary Survey, which includes compensation data obtained from banks in Mississippi with assets between $500 million and $1 billion, is used as reference material in evaluating the compensation of the named executive officers; however, the Company does not benchmark compensation to any specific company or companies. The Company does not have access to the identity of the specific companies included in this survey.

In determining total compensation, the Committee also considers the performance of the individual named executive officers in areas such as: the scope of responsibility of the executive; leadership within the Company, the community and the financial services industry; achievement of work goals; and whether the Company, under the executive’s leadership, has been a good corporate citizen while enhancing shareholder value.

All of these factors are considered in the context of the complexity and the difficulty of managing business risks in the prevailing economic conditions and regulatory environment. The analysis is conducted with respect to each of the named executive officers, including the Chief Executive Officer.

F. Compensation Components:

The named executive officers’ total compensation package includes several components. The Company rewards current performance and achievement of short-term goals primarily through salaries and bonuses. Other deferred compensation elements, including the Executive Supplemental Income Plan and Deferred Compensation Plan, are designed to meet long-term objectives including retaining high-performing executives and to plan for management succession as well as to reward loyalty.

Salaries

Salaries are the foundation of each named executive officer’s total compensation package and are normally the largest single component. Salary is the only guaranteed cash payment a named executive officer receives. The Company’s goal is to provide an assured level of cash compensation in the form of salary to attract and retain high caliber executives. Job specific knowledge and experience as well as leadership ability are recognized with salary.

In establishing the salary of the Chief Executive Officer for 2020, the Committee primarily considered Mr. Swetman’s performance and the performance of the Company during 2019 and the compensation levels of chief executive officers of comparable financial institutions. In considering the performance of the Company, the Committee considered the Company’s ROA, the change in problem assets and asset growth, but utilized no objective criteria. The Committee utilized asset size peer group compensation data as provided by the MBA.

For other named executive officers, the Committee’s recommendation concerning salaries was based upon the compensation levels of executive officers of comparable financial institutions, the performance of the Company during 2019 and the individual performance of these named executive officers. The performance of the Company for purposes of establishing salaries was evaluated based on ROA. Individual performance was measured using criteria such as level of job responsibility, achievement of work goals and management skills. Among the goals considered was the reduction of problem assets. The Committee also considered asset size peer group compensation data as provided by the MBA for executive officers with similar duties and responsibilities.

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Bonuses

The Compensation Committee awards performance bonuses based upon pre-determined performance objectives in accordance with The Peoples Bank Bonus Plan (“The Bonus Plan”). Performance bonuses are generally the other cash component paid to named executive officers on an annual basis and may be determined by The Bonus Plan. The Chief Executive Officer and all other named executive officers are eligible to receive a bonus which is based on the financial performance of the Company. The specific formula and pre-determined goals under The Bonus Plan were established by the Compensation Committee using the Company’s ROA. The performance bonus calculation, which is approved by the Compensation Committee, allows the named executive officer to earn up to a maximum percentage of their salary on established ROA targets. The targets and bonus calculations as a percentage of salary and targets are:

		Base				Base + 1				Base + 2				Base + 3				Maximum
ROA Target			.670	%			.800	%			.925	%			1.050	%			1.175	%
Chief Executive			15.000	%			18.750	%			22.500	%			26.250	%			30.000	%
Officer
Executive Vice-			12.500	%			15.630	%			18.750	%			21.880	%			25.000	%
President
Other Named			10.000	%			12.500	%			15.000	%			17.500	%			20.000	%
Executive Officer

The Compensation Committee may, at its discretion, also recommend to the Board that the executive officers receive an additional bonus which is determined on a subjective basis. If this additional discretionary bonus is recommended, the Committee documents its actions in the minutes of their committee meetings. No performance based or discretionary bonuses were awarded to executive officers for 2020 due to the performance of the Company.

Executive Supplemental Income Plan

The Company maintains an Executive Supplemental Income Plan (“ESI”) which provides executives with salary continuation benefits upon their retirement, or death benefits to their named beneficiary in the event of their death. Executives of the Company and the Bank are selected to participate in the plan at the discretion of the Board of Directors. All named executive officers of the Company have been selected to participate in the plan. ESI benefits are based upon position and salary of the named executive officer at retirement, disability or death. Normal retirement benefits under the plan are equal to 67% of salary for the Chief Executive Officer, 58% of salary for the Executive Vice-President and 50% of salary for the other named executive officer at the time of normal retirement and are payable monthly over a period of 15 years. The ESI is administered by BOLI Portfolio Strategies, Inc., who also provide guidance to the Company relating to the valuation method and assumptions.

The ESI was established in 1988, at which time Mr. Swetman became a participant. Miss Wood and Mr. Fulmer became participants after their date of hire at the discretion of the Board.

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Benefits are also available in the event of death, disability or early retirement. Under early retirement provisions, if separation from service occurs on or after the early retirement date and prior to the normal retirement date, the Company will pay the named executive officer a reduced benefit. The annual benefit set forth for normal retirement will be reduced by one-half percent (0.5%) for each month or partial month between separation from service and the normal retirement date. The benefit will be paid monthly over a period of 15 years. Benefits will commence on the last day of the month following the named executive officer’s separation from service. The early retirement date means the date the named executive officer attains at least age 55, has at least 15 years of employment at the Company, and has participated in this plan for a minimum of five years. As of December 31, 2020, Miss Wood and Mr. Fulmer are the only named executive officers eligible to receive this benefit. The normal retirement date means the date the named executive officer attains age 65.

If separation from service occurs prior to the early retirement date or prior to the normal retirement date, the Company will pay the named executive officer his or her executive benefit accrual balance as of his or her separation from service. The benefit will be paid in a single lump-sum within 60 days of separation from service.

If a named executive officer becomes disabled prior to the normal retirement date, the Company will pay the named executive officer his or her annual benefit as defined under normal retirement. The benefit will begin the last day of the month commencing with the month following the named executive officer’s normal retirement date and the benefits will be paid monthly over a period of 15 years.

If the named executive officer dies prior to early retirement, normal retirement or disability, the named executive officer’s named beneficiary is entitled to full benefits under the ESI. If the named executive officer dies while receiving benefits, the named beneficiary is entitled to the remainder of any unpaid benefits.

Upon a change of control prior to separation from service, the Company will pay the named executive officer his or her annual benefit as defined under normal retirement. The benefit will begin the last day of the month commencing with the month following the named executive officer’s normal retirement date, or, for named executive officers who have already attained their normal retirement date, their separation from service, and the benefits will be paid monthly over a period of 15 years.

Each named executive officer’s agreement under the ESI may be terminated by the Company. In the event the named executive officer’s agreement under the ESI is terminated, the Company will pay the named executive officer his or her executive accrual balance as of the termination of the agreement, or, if a change of control has occurred, the normal retirement benefit. The benefit will begin on the first date allowable under the ESI and the benefit will be paid over a period of 15 years, or, in some special circumstances, paid in one lump sum.

If any amount is required to be included in the income of a named executive officer due to a failure of his or her ESI agreement to meet the requirements of Section 409A of the Internal Revenue Code, the named executive officer may petition the plan administrator for a distribution of that portion of his or her executive benefit accrual that is required to be included in the named executive officer’s income. Upon the grant of such a petition, which will not be unreasonably withheld, the Company will distribute to the named executive officer an amount equal to the portion of the executive benefit accrual required to be included in his or her income, which amount cannot exceed the named executive officer’s unpaid executive benefit accrual. Any distribution will affect and reduce the named executive officer’s benefits to be paid under his or her ESI agreement.

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The benefits will be paid out of the general assets of the Company. The Company has elected to purchase life insurance contracts, more specifically Bank Owned Life Insurance (“BOLI”), each of which it may use as a source to fund these future benefits. The Company is the owner and beneficiary of these life insurance policies, which are a general asset of the Company.

Deferred Compensation Plan

The Company maintains a Deferred Compensation Plan for those executives of the Bank holding the title of vice-president, senior vice-president or executive vice-president and approved for participation in the plan by the Board of Directors. Except for the Chief Executive Officer, all named executive officers participated in the plan in 2020. The plan provides each named executive officer a fixed benefit upon his or her early retirement, normal retirement or disability, or a death benefit to a named beneficiary in the event of the named executive officer’s death. The benefit under the plan is $100,000, payable monthly over a 15 year period, upon the named executive officer’s early retirement, normal retirement or disability and, in the event of a named executive officer’s death, the benefits will be paid to his or her beneficiary. Should the named executive officer separate from service prior to his or her early retirement, normal retirement, disability or death, he or she forfeits all benefits under the plan. In addition, if within three years following his or her separation from service, a named executive officer becomes engaged in the banking business within a certain geographic area around the Company, the named executive officer will forfeit all benefits under the plan.

The Company has purchased life insurance contracts which it may use as a source to fund these future benefits. The Company is the owner and beneficiary of these life insurance policies, which is a general asset of the Company.

The Deferred Compensation Plan was established in 1992, at which time Miss Wood became a participant. Mr. Fulmer became a participant upon his promotion to vice-president of the Bank.

If separation from service occurs prior to a named executive officer’s normal retirement date, the named executive officer will be entitled to full benefits provided he or she has met the early retirement eligibility. The early retirement date means the first day of any month coincident with or following the month in which the named executive officer attains at least age 55 and has at least 10 years of employment at the Company. The normal retirement date means the date the named executive officer attains age 65. As of December 31, 2020, Miss Wood and Mr. Fulmer are the only named executive officers eligible to receive benefits under the Deferred Compensation Plan.

If a named executive officer becomes disabled, he or she is entitled to full benefits under the Deferred Compensation Plan.

If the named executive officer dies prior to early retirement, normal retirement or disability, the named executive officer’s named beneficiary is entitled to full benefits under the Deferred Compensation Plan. If the named executive officer dies while receiving benefits, the named beneficiary is entitled to the remainder of any unpaid benefits.

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In the event of a change of control, unless the Deferred Compensation Plan is terminated by the transferee, purchaser or successor entity within 120 days of the change of control, no named executive officer will be entitled to a distribution under this plan as a result of the change in control. If the Deferred Compensation Plan is terminated within 120 days of a change of control, then each named executive officer will become immediately eligible to receive the present value of his or her benefits under this plan. In addition, in the event the Deferred Compensation Plan is continued but a named executive officer is involuntarily terminated within 180 days of a change of control, the terminated named executive officer will be eligible to receive his or her benefits under this plan. Such benefits will be calculated by taking the present value of the benefits provided and such benefits will be paid in a lump sum within 180 days of the change in control.

Split-Dollar Agreement

The Company owns endorsement split-dollar policies, of which the Bank is the owner and beneficiary, which provide a guaranteed death benefit of $150,000 to the Chief Executive Officer’s beneficiaries.

Employee Stock Ownership Plan

The Company maintains an Employee Stock Ownership Plan covering all eligible employees of the Company. The Board determines the total contribution to the Plan, which is allocated to all participants based on their compensation. The Plan was frozen to further contributions and eligibility effective January 1, 2019.

401(k) Plan

The Company maintains a 401(k) Plan in which eligible employees of the Company may choose to participate. The Board determines the formula for the matching contribution to the Plan, which is currently 75% of the employee’s contribution (up to 6% of compensation).

G. Accounting and Tax Treatment:

While the Compensation Committee considers the accounting and tax implications in the design of the compensation program, these have not had a significant impact in their decision-making process.

H. Shareholder Approval of Compensation of Named Executive Officers:

At our 2019 annual meeting of shareholders, the Company held its third advisory (non-binding) vote on the compensation of the named executive officers. A majority of our shareholders voted in favor of the resolution approving the 2018 compensation of the named executive officers. The Compensation Committee considered these shareholders’ votes in determining the 2019 compensation of the named executive officers.

Shareholders will be provided their next opportunity to cast an advisory (non-binding) vote on the compensation of the named executive officers at the 2022 annual meeting of shareholders.

There are no employment contracts with the executive officers.

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Summary Compensation Table

The Summary Compensation Table below displays the total compensation awarded to, earned by or paid to the named executive officers for 2020 and 2019.

											All Other
Name and											Compensation
Principal Position	Year		Salary				Bonus				(1)				Total
Chevis C. Swetman	2020		$	280,500			$				$	12,622			$	293,122
President and Chief	2019			280,500								12,600				293,100
Executive Officer
A. Wes Fulmer	2020			173,880								7,825				181,705
Executive Vice-President	2019			173,880								7,825				181,705
Lauri A. Wood	2020			148,706								7,043				155,749
Chief Financial Officer	2019			148,706								7,043				155,749

(1) Includes contributions and allocations pursuant to the 401(k) Plan.

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Estimated Payments from the Executive Supplemental Income Plan

The table below indicates the amount of compensation payable to each named executive officer under the Executive Supplemental Income Plan, as applicable upon different termination events. The amounts shown assume a termination date of December 31, 2020 and present total amounts for each scenario.

Termination Event						Early Termination								Early Retirement								Disability								Change in Control								Pre-Retirement Death Benefit
Method of Payment (2)						Lump Sum Benefit Amount Payable at Separation From Service								Annual Benefit Amount Payable At Separation from Service								Annual Benefit Amount Payable at Normal Retirement Age								Annual Benefit Amount Payable at Normal Retirement Age								Annual Benefit
Name and Principal Position		Benefit Level (1)				Vesting				Based On Accrual				Vesting				Based On Benefit				Vesting				Based On Benefit				Vesting				Based On Benefit				Based On Benefit
Chevis C. Swetman		$	187,935							$								$					100	%		$	187,935				100	%		$	187,935			$	187,935
President & Chief
Executive Officer
A. Wes Fulmer			100,850												44.08	%			76,646				100	%			100,850				100	%			100,850				100,850
Executive Vice-President
Lauri A. Wood			74,353												31.50	%			46,842				100	%			74,353				100	%			74,353				74,353
Chief Financial Officer

(1)Based on 67%, 58% or 50% of current compensation for the Chief Executive Officer, Executive Vice-President and other named executive officer, respectively.

(2) The annual benefit amount will be distributed in 12 equal monthly installments for 15 years for a total of 180 monthly payments.

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Estimated Payments from the Deferred Compensation Plan

The table below indicates the amount of compensation payable to each named executive officer under the Deferred Compensation Plan, as applicable upon different termination events. The amounts shown assume a termination date of December 31, 2020 and present total amounts for each scenario.

Termination Event						Early Termination								Early Retirement								Disability								Change in Control								Pre-Retirement Death Benefit
Method of Payment (2)														Total Benefit Amount Payable at Separation from Service								Total Benefit Amount Payable at Normal Retirement Age								Lump Sum Benefit Amount Payable at Separation From Service								Total Benefit
		Benefit Level (1)				Vesting				Based On Accrual				Vesting				Based On Benefit				Vesting				Based On Benefit				Vesting				Based On Accrual				Based On Benefit
A. Wes Fulmer		$	100,000							$					100	%		$	100,000				100	%		$	100,000				100	%		$	55,783			$	100,000
Executive Vice-President
Lauri A. Wood			100,000												100	%			100,000				100	%			100,000				100	%			46,296				100,000
Chief Financial Officer

(1) The benefit is the total benefit.

(2) The total benefit will be distributed in 12 equal monthly installments for 15 years for a total of 180 monthly payments.

Directors' Compensation

During 2020, directors who are employees of the Bank did not receive any compensation for serving on the Board of the Bank or the Company or on any Board committee. All non-employee directors received an annual retainer of $3,500. Non-employee directors additionally receive $1,000 per board meeting attended and $300 per committee meeting attended. The chairman of the Audit Committee received $500 per audit committee meeting attended. The chairman of all other committees received $400 per committee meeting attended.

The Company offers a Directors’ Deferred Income Plan whereby directors of the Company and the Bank are given an opportunity to defer receipt of their annual director’s fees. For those who choose to participate, benefits are payable monthly for 10 years beginning on the first day of the month following the later of the director’s normal retirement age or separation from service. Normal retirement age is 65. The amount of the benefit will vary depending on the fees the director has deferred and the length of time the fees have been deferred. Interest on deferred fees accrues at an annual rate of 10%, compounded annually. After payments have commenced, interest accrues at an annual rate of 7.50%, compounded monthly. In the event of the director’s death, benefits are payable to the director’s named beneficiary. The Company has purchased life insurance contracts which it may use as a source to fund these future benefits. The Company is the owner and beneficiary of these life insurance policies, which are a general asset of the Company.

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The Company also offers an Outside Directors’ Supplemental Income Plan to provide a benefit to its non-employee directors. The benefit is based upon the age of the Outside Director upon his appointment to the board. Directors Ronald G. Barnes and George J. Sliman, III are each entitled to receive $4,000 annually for 10 years and Directors Padrick D. Dennis and Jeffrey H. O’Keefe are each entitled to receive $6,000 annually for 10 years. The benefit is payable upon the later of the Outside Director’s attainment of age sixty-five or cessation of service as a director. Former Directors Rex E. Kelly and Dan Magruder currently receive annual benefit payments of $4,000 and $5,000, respectively, under this plan. An Outside Director must serve as an Outside Director until the earlier of his death or 10 consecutive years as an Outside Director to be entitled to any benefit. In the event of the death of the Outside Director, their beneficiary shall receive a death benefit totaling the remainder of benefits due the Outside Director. The death benefit will be paid in a single lump sum within 90 days following the Outside Director’s death. The Company has purchased life insurance contracts which it may use as a source to fund these future benefits. The Company is the owner and beneficiary of these life insurance policies, which are a general asset of the Company.

Director Compensation Table

The Director Compensation Table below presents information on fees earned or paid to directors in 2020.

Name		Fees Earned or Paid In Cash
Ronald G. Barnes		$	23,200
Padrick D. Dennis			24,500
Jeffrey H. O'Keefe			23,900
George J. Sliman, III			26,900

VII. Transactions with Related Parties

The Company, through its bank subsidiary, extends loans in the ordinary course of business to certain officers and directors and their personal business interests at, in the opinion of Management, the same terms including interest rates and collateral, as those prevailing at the same time for comparable loans of similar credit risk with persons not related to the Company or its subsidiaries. These loans, which are subject to approval by the Company’s Board of Directors, do not involve more than normal risk of collectability and do not include other unfavorable features. Other than these transactions, there were no material transactions exceeding $120,000 with any such persons during the years ended December 31, 2020 and 2019.

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VIII. Delinquent Section 16(a) Reports

Directors, executive officers of the Company and holders of more than 10 percent of the Company’s outstanding shares are required to file reports under Section 16 of the Securities Exchange Act of 1934. Federalregulations require disclosure of any failures to file these reports on a timely basis. Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company believes that during 2020 its directors, executive officers and greater than 10 percent beneficial owners complied with all filing requirements, except for Brian J. Kozlowski and A. Tanner Swetman, who were appointed as executive officers in 2020. On February 11, 2021, a late Form 3 was filed for Mr. Kozlowski, and on February 12, 2021, a late Form 3 was filed for Mr. Swetman.

IX.Executive Officers

The following sets forth certain information with respect to the executive officers of the Company who are not also directors as of December 31, 2020:

Name (Age)	Position
A. Wes Fulmer (61)	Executive Vice-President, Peoples Financial Corporation, since 2006; Director, The Peoples Bank since 2011; Executive Vice-President, The Peoples Bank, since 2006
Lauri A. Wood (59)	Chief Financial Officer and Controller, Peoples Financial Corporation, since 1994; Senior Vice-President/Cashier, The Peoples Bank, since 1996
Ann F. Guice (73)	First Vice-President, Peoples Financial Corporation, since 2015; Second Vice-President, Peoples Financial Corporation, 2013 - 2015; Vice-President and Secretary, Peoples Financial Corporation, 2006 - 2012; Senior Vice-President, The Peoples Bank, since 2006
J. Patrick Wild (58)	Second Vice-President, Peoples Financial Corporation, since 2015; Vice-President and Secretary, Peoples Financial Corporation, 2013 - 2015; Vice-President, Peoples Financial Corporation, 2009 - 2012; Senior Vice-President, The Peoples Bank, since 2008
Evelyn R. Herrington (66)	Vice-President and Secretary, Peoples Financial Corporation, since 2015; Vice-President, Peoples Financial Corporation, 2011 - 2015; Senior Vice-President, The Peoples Bank, since 2011
Brian J. Kozlowski (58)	Vice-President, Peoples Financial Corporation, since 2020; Senior Vice-President, The Peoples Bank, since 2020; Vice-President, The Peoples Bank, 2005 - 2020
A. Tanner Swetman (42)	Vice-President, Peoples Financial Corporation, since 2020; Director, The Peoples Bank since 2018; Senior Vice-President, The Peoples Bank, since 2020; Vice-President, The Peoples Bank, 2014 - 2020

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X. Audit Committee Report

The Board of Directors has established an Audit Committee, whose responsibilities are set forth in the Bylaws and the Audit Committee Charter. All members of the Audit Committee are deemed to be independent, as such term is defined by OTCQX. The Audit Committee is responsible for oversight of: (i) the external auditor’s qualifications and independence; (ii) the performance of the Corporation’s internal audit function and external auditor; (iii) the Chief Executive Officer’s and senior management’s responsibilities to assure that there is in place an effective systems of controls reasonably designed to safeguard the assets of the Corporation, assure the integrity of the Corporation’s financial statements, and maintain compliance with the Corporation’s ethical standards, policies, plans and procedures and with laws and regulations; and (iv) any other responsibility assigned to it by the Board of Directors from time to time. The Audit Committee also periodically meets with the independent public accountants for the Company and its subsidiaries and makes recommendations to the Board of Directors concerning any matters related to the independent public accountants.

The Audit Committee has reviewed and discussed the audited financial statements with Management. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee has discussed with the independent auditors the auditors’ independence and has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communication with the Audit Committee concerning independence. The Audit Committee has considered whether the independent auditors’ provision of non-audit services is compatible with maintaining the auditors’ independence.

The Audit Committee has discussed with Management and the independent auditors the process used for certifications by the Company’s chief executive officer and chief financial officer which are required for certain periodic filings by the Company with the SEC. The Board of Directors maintains an Audit Committee Charter, which meets the requirements of the Sarbanes-Oxley Act of 2002, and rules promulgated by the SEC.

Based upon the reviews and discussions with Management and the independent auditors as referenced above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

This report is presented by the Audit Committee, consisting of the following persons:

George J. Sliman, III, Chairman       Ronald G. Barnes       Padrick D. Dennis       Jeffrey H. O’Keefe                            

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XI. Independent Accountants’ Fees

The Company’s Audit and Non-Audit Service Pre-Approval Policy (the “Policy”) stipulates that all services provided by the independent accountants are subject to specific pre-approval by the Audit Committee. During 2020, the Company was in compliance with this Policy.

The table below sets forth the aggregate fees billed by Porter Keadle Moore, LLC (“PKM”), and Wipfli LLP (“Wipfli”), as successor to PKM (the “Combined Firm”), for the years ended December 31, 2020 and 2019 for professional services rendered for: Audit Fees and Audit-Related Fees. As disclosed in Section II Item 2 of this Proxy Statement, PKM combined its practice with Wipfli, effective October 1, 2019. Audit Fees include aggregate fees billed for professional services rendered by the Combined Firm for the audit of the Company’s annual consolidated financial statements for the years ended December 31, 2020 and 2019, a review of the annual report on Form 10-K and limited reviews of quarterly condensed consolidated financial statements included in periodic reports filed with the SEC during 2020 and 2019, including out of pocket expenses. Audit-Related Fees include fees billed for professional services rendered by the Combined Firm during the years ended December 31, 2020 and 2019, which relate to the audit of the Company’s employee benefit plans for the years ended December 31, 2019 and 2018. There were no other fees paid to the Combined Firm during 2020 and 2019.

		Audit Fees				Audit-Related Fees				Total Fees
2020		$	189,025			$	22,000			$	211,025
2019			189,500				25,500				215,000

XII. Proposals of Shareholders

 

In order for a shareholder proposal to be included in a Proxy Statement and form of Proxy prepared by the Board of Directors, for the Annual Meeting, it must meet the requirements of Rule 14a-8 underof the Securities Exchange Act of 1934 and be received at the principal executive offices of the Company not less than 120 days in advance of the first anniversary of the date on which the previous year’s Proxy Statement and form of Proxy were mailed to shareholders. Thus, a shareholder proposal must have beenbe received on or before NovemberDecember 16, 20202021 in order to be included in the Proxy Statement and form of Proxy for the Annual Meeting.2022 annual meeting.

 

In accordance with the Company’s Bylaws, as amended,bylaws, shareholders may make proposals for consideration at the Annual Meeting by giving timely notice thereof in writing to the Secretary of the Company. To be timely, a shareholder’s notice must beannual meeting so long as they are delivered to or mailed and received at the principal executive offices of the CompanyCorporation not less than 90 days nor more than 120 days prior to the date of the Annual Meeting;meeting; provided, however, that if fewer than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders,stockholders, notice by the shareholdersstockholders to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of (i) the day on which such notice of the date of such meeting was mailed or (ii) the day on which priorsuch public disclosure was made. A shareholder’sstockholder’s notice to the Secretary shall set forth as to each matter the shareholderstockholder proposes to bring before a meeting of shareholdersstockholders (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the Company’sCorporation’s books, of the shareholderstockholder proposing such business and any other shareholdersstockholders known by such shareholderstockholder to be supporting such proposal, (iii) the class and number of shares of the CompanyCorporation which are beneficially owned by such shareholderstockholder on the date of such shareholder’sstockholder’s notice and by any other shareholdersstockholders known by such shareholderstockholder to be supporting such proposal on the date of such shareholder’sstockholder’s notice, and (iv) any material interest of the shareholderstockholder in such proposal.

The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the procedures prescribed by these Bylaws, and if the Chairman should so determine, the Chairman shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

 

	BY ORDER OF THE BOARD OF DIRECTORS
	/s/ Chevis C. Swetman
	Chevis C. Swetman
	Chairman

 

1026

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Exhibit “A”

PROPOSED AMENDMENTSAMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO ARTICLES OF INCORPORATION

PEOPLES FINANCIAL CORPORATIONCOMPLETION – DATED APRIL 9, 2021

 

Now Therefore, Be itANNEX A

 

Resolved: ThatAdditional Information regarding Participants in the ArticlesSolicitation

Under applicable SEC regulations, each of Incorporationthe Company’s directors and director nominees and certain executive officers named in this Annex A are deemed to be participants (“Participants”) in the proxy solicitation by virtue of their positions as directors and director nominees of the Company or because they may solicit proxies on our behalf. The following sets forth certain information about the persons who are Participants.

Directors and Nominees

For information on the ages and principal occupations of the directors and director nominees of the Company who are Participants, see “Item 1: Election of Directors” on page 4 of the Proxy Statement for Annual Meeting of Shareholders of the Company (“Proxy Statement”). The names and addresses of the organizations of employment of our directors and director nominees are as follows:

Name	Business Address
Ronald G. Barnes	Peoples Financial Corporation P.O. Box 529 Biloxi, Mississippi 39533-0529
Padrick D. Dennis	Peoples Financial Corporation P.O. Box 529 Biloxi, Mississippi 39533-0529
Jeffrey H. O’Keefe	Peoples Financial Corporation P.O. Box 529 Biloxi, Mississippi 39533-0529
Paige Reed Riley	Peoples Financial Corporation P.O. Box 529 Biloxi, Mississippi 39533-0529
George J. Sliman, III	Peoples Financial Corporation P.O. Box 529 Biloxi, Mississippi 39533-0529
Chevis C. Swetman	Peoples Financial Corporation P.O. Box 529 Biloxi, Mississippi 39533-0529

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AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

Officers

The following table sets forth the name and principal occupation of the Company’s executive officers who are Participants. The principal occupation refers to such person’s position with the Company and the business address for each such person is Peoples Financial Corporation, shall be amendedP.O. Box 529, Biloxi, Mississippi  39533-0529.

Name	Role
Chevis C. Swetman	Chairman, President and Chief Executive Officer
A. Wes Fulmer	Executive Vice-President

Information Regarding Ownership of the Company’s Securities by adding a new Article ELEVENTH to read as follows:Participants

 

ELEVENTH:     The right to cumulate votes inFor the election of directors shall not exist with respect to shares of stocknumber of the Corporation.

Resolved Further: That the Articles of Incorporation of Peoples Financial Corporation shall be amendedCompany’s securities beneficially owned by adding a new Article TWELFTH to read as follows:

TWELFTH:

(a) A director shall not be liable to the Corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for: (i) the amount of financial benefit received by a director to which he is not entitled; (ii) an intentional infliction of harm on the Corporation or its shareholders; (iii) a violation of Section 79-4-8.33 of Mississippi Code of 1972, as amended; or (iv) an intentional violation of criminal law.

(b) Subject to the provisions of this ARTICLE TWELFTH, the Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals (including any action by or in the rightParticipants and their associates (as defined under Rule 14a-1(a) of the Corporation) (“Proceeding”),Securities Exchange Act of 1934) as of March 31, 2021, see “Ownership of Equity Securities by reasonDirectors and Executive Officers” on page 13 of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such a Proceeding: (A) to the fullest extent permitted by the Mississippi Business Corporation Act in effect from time to time (the "Act") and (B) despite the fact that such person has failed to meet the standard of conduct set forth in Miss. Code Ann. § 81-5-105 (1972, as amended), or would be adjudged liable to the Corporation in connection with a Proceeding by or in the right of the Corporation. Any indemnification under this ARTICLE TWELFTH shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections (a) and (b) of this ARTICLE TWELFTH, such determination to be made (i) by the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the Proceeding, (ii) if a quorum cannot be obtained under (i), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting of two or more directors not at the time parties to the Proceeding, (iii) by special legal counsel (a) selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii) or (b) if a quorum of the Board of Directors cannot be obtained under (i) and a committee cannot be designated under (ii), selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate), (iv) by the shareholders (but shares owned by or voted under the control of directors who are at the time parties to the Proceeding may not be voted on the determination) or (v) by a court.Proxy Statement.

 

 

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(c) AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

Information Regarding Transactions in the Company’s Securities by Participants

The Corporation upon request shall pay or reimburse any person who was or is a party, or is threatened to be made a party, to any Proceeding by reasonfollowing table sets forth information regarding purchases and sales of the fact that he or she is or was a director, officer, employee or agentCompany’s securities by each Participant within the two year period ended March 31, 2021. No part of the Corporation,purchase price or market value of these securities is represented by funds borrowed or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for his or her reasonable expenses (including legal fees) in advance of final disposition of the Proceeding as long as (1) such person furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined by a judgment or other final adjudication that his or her acts or omissions did violate the applicable standard of conduct set forth in Section (a) or (b) of this ARTICLE TWELFTH, which undertaking must be an unlimited general obligation of such person, and which shall be accepted by the Corporation without reference to final ability to make repayment or to collateral and (2) a determination is made by any of the persons described in (i) through (iv) of Section (b) of this ARTICLE TWELFTH that the facts then known to those making the determination would not preclude indemnification under this ARTICLE TWELFTH. Such request need not be accompanied by the affirmation otherwise required by the Act.

(d) The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such persons may be entitled as a matter of law.

(e) The Board of Directors or shareholders of the Corporation may adopt a policy for the indemnification of directors, officers, employees and agents of the Corporation, as they from time to time see necessary or prudent in the best interest of the Corporation.

(f) The Corporation may, upon the affirmative vote of a majority of its Board of Directors, purchase insuranceobtained for the purpose of indemnifying individualsacquiring or holding such securities.

			Acquisiton (A) or
Name	Date	Securities	Disposition (D)	Description
Ronald G. Barnes		None
Padrick D. Dennis	2/4/2020	2,228.000	A	1
A. Wes Fulmer	5/14/2019	0.537	A	2
	11/27/2019	1.257	A	2
	5/15/2020	1.388	A	2
Jeffrey H. O'Keefe	5/14/2019	0.802	A	2
	11/27/2019	1.840	A	2
	5/15/2020	2.024	A	2
Paige Reed Riley		None
George J. Sliman, III		None
Chevis C. Swetman	5/15/2019	418.00	D	3

Transaction Descriptions Key:

1.

Open Market or Private Purchase of Common Stock

2.

Purchase through Dividend Reinvestment Stock Purchase Plan

3.

Open Market or Private Sale of Common Stock

In addition to the extent that such indemnification is allowedpurchases and sales of the Company’s securities listed above, A. Wes Fulmer and Chevis C. Swetman also participate in the preceding paragraphs. Such insurance may, but need not be, for the benefit of all directors, officers, or employees.Company’s Employee Stock Ownership Plan (“ESOP”) and 401(k) Plan.

 

(g) The invalidity or unenforceability of any provision of this ARTICLE TWELFTH shall not in any way affectWithin the remaining provisions hereof, which shall continue in full force and effect. Neitherpast two years ended March 31, 2021, the amendment nor repeal of this ARTICLE TWELFTH, nor the adoption or amendment of any other provisionESOP has awarded 295 shares of the Corporation's Bylaws orCompany common stock to Mr. Swetman, and over that same time period Mr. Swetman has acquired 2,549 shares of Company common stock through the Articles401(k) Plan. During the two years ended March 31, 2021, Mr. Swetman also received a required minimum distribution of Incorporation inconsistent with this ARTICLE TWELFTH, shall apply1,245 shares from the ESOP.  Likewise, within the past two years ended March 31, 2021, the ESOP has awarded 13 shares of the Company common stock to or affect in any respectMr. Fulmer, and Mr. Fulmer has acquired 524 shares of Company common stock through the applicability of this ARTICLE TWELFTH with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.401(k) Plan.

 

 

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AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021

Other Proceedings

There are no material proceedings to which the Participants or any of their associates is a party or has a material interest adverse to the Company.

Miscellaneous Information Concerning Participants

Other than as set forth in this Annex A or elsewhere in the Proxy Statement and based on the information provided by each Participant, no Participant or associate of any Participant (1) beneficially owns, directly or indirectly, or owns of record but not beneficially, any shares of Common Stock or other securities of the Company or any parent or subsidiary of the Company; (2) has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2021 Annual Meeting other than an interest, if any, as a stockholder of the Company, or, with respect to a director nominee, as a nominee for director; or (3) has purchased or sold any securities of the Company within the past two years.

Other than as set forth above under the caption “Transactions With Related Persons” on page 23 or elsewhere in the Proxy Statement, and based on the information provided by each Participant, neither the Company nor any of the Participants or associate of any Participant (1) is now or has been within the past year a party to any contract, arrangement or understanding with any person with respect to any of the Company’s securities, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies or (2) have or will have a direct or indirect material interest in any transaction or series of similar transactions since the beginning of the Company’s last fiscal year or any currently proposed transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party in which the amount involved exceeds $120,000.

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AMENDED PRELIMINARY PROXY CARD DATED APRIL 9, 2021, SUBJECT TO COMPLETION

PROXY FOR 2021SPECIAL2021 ANNUAL MEETING OF SHAREHOLDERS

MARCH 10,May 19, 2021

The undersigned hereby appoint Chevis C. Swetman, the true and lawful attorney-in-fact for the undersigned, with full power of substitution, to vote as proxy for the undersigned at a Specialthe Annual Meeting of Shareholders of Peoples Financial Corporation (the “Company”) to be held at The Swetman Building at The Peoples Bank, Suite 204, 727 Howard Avenue, Biloxi, Mississippi, 39530, at 6:30 P.M., local time, on March 10,May 19, 2021, and at any and all adjournments or postponements thereof, the number of shares which the undersigned would be entitled to vote if then personally present, foron all matters coming before the following purposes:annual meeting. The undersigned hereby revokes all proxies previously given by the undersigned to vote at the 2021 Annual Meeting of Shareholders, or any adjournments or postponements thereof.

 

Item 1.	To amend the Articles of IncorporationElection of the Company to eliminate cumulative voting infollowing six persons as directors for the election of directors.Company.
	(INSTRUCTIONS: AUTHORITY TO VOTE FOR ANY NOMINEE MAY BE WITHHELD BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE.)

 

For ☐          Against ☐               Abstain ☐          

	Ronald G. Barnes	Padrick D. Dennis	Jeffrey H. O’Keefe
	Paige Reed Riley	George J. Sliman, III	Chevis C. Swetman
	For all nominees except as indicated ☐		Withhold vote from all nominees ☐
Item 2.	To amend the Articles of IncorporationRatification of the Company to add exculpatory and indemnification provisionsappointment of Wipfli LLP as the Company’s independent registered public accounting firm for directors and officers of the Company. year ending December 31, 2021.

For ☐          Against ☐               Abstain ☐          

Item 3.

To approve the adjournment of the meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the meeting to approve the above proposals. For ☐                             Against ☐                               Abstain ☐

For ☐          Against ☐               Abstain ☐

Item 4.3.	To transact suchSuch other business as may properly come before the SpecialAnnual Meeting or any adjournments thereof.

 

The Board of Directors recommends a vote “FOR” proposals 1 and 2.

 

THIS WHITE PROXY CARD, WHICH IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY, WILL BE VOTED “FOR” ITEMS“FOR” PROPOSALS 1 2 AND 3,2, UNLESS A CONTRARY DIRECTION IS INDICATED, IN WHICH CASE IT WILL BE VOTED AS DIRECTED. IFTHE PROXY INTENDS TO VOTE ON ANY OTHER MATTERS DO COMEBUSINESS PROPERLY COMING BEFORE THE SPECIALANNUAL MEETING AS TO WHICH THIS PROXY CONFERS DISCRETIONARY AUTHORITY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS OF THE COMPANY. YOU MAY REVOKEFOR ANY OTHER MATTER PROPERLY COMING BEFORE THE ANNUAL MEETING, THE PROXY WILL VOTE YOUR SHARES AS THE PROXY AT ANY TIME BEFORE IT IS VOTED DECIDES, TO THE EXTENT AUTHORIZED UNDER RULE 14A-4(c) UNDER THE SECURITIES EXCHANGE ACT OF 1934.AT THE SPECIALPRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.

 

Please date the Proxy and sign your name exactly as it appears on the stock records of the Company. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full titles as such. If signedsigning as a corporation or other entity, please sign in entity’s name by authorized person.

You may also access the proxy materials and vote your proxy online by using your 12 digit12-digit control number found below at

https://www.shareholderaccountingsoftware.com/tspweb/peoples/pxsignon.asp .

                                    

	____________________________________________
	Signature
	____________________________________________
	Signature
		Signature (if jointly held)
		Title(s)
		Date ____________ # of shares _________________________________