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PEBO Peoples Bancorp, Inc.


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): April 28, 2020 (April 23, 2020)

pebo-20200423_g1.jpg
PEOPLES BANCORP INC.
(Exact name of Registrant as specified in its charter)

Ohio000-1677231-0987416
(State or other jurisdiction(Commission File(I.R.S. Employer
of incorporation)Number)Identification Number)

138 Putnam Street, PO Box 738
Marietta,Ohio45750-0738
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:(740)373-3155

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common shares, without par valuePEBOThe Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 5.07  Submission of Matters to a Vote of Security Holders
On April 23, 2020, Peoples Bancorp Inc. (“Peoples”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) with 15,556,177 (74.90%) of the 20,768,109 common shares outstanding and entitled to vote on the February 24, 2020 record date represented in person or by proxy.
Nine directors of Peoples were elected to serve terms of one year each: Tara M. Abraham, S. Craig Beam, George W. Broughton, David F. Dierker, James S. Huggins, Brooke W. James, David L. Mead, Susan D. Rector and Charles W. Sulerzyski.
The following is a summary of the voting results:
NomineeForWithheldAbstentionsBroker Non-Votes
Tara M. Abraham11,919,135257,148not applicable3,379,894
S. Craig Beam11,983,476192,807not applicable3,379,894
George W. Broughton11,675,526500,757not applicable3,379,894
David F. Dierker11,925,900250,383not applicable3,379,894
James S. Huggins11,962,946213,337not applicable3,379,894
Brooke W. James11,928,188248,095not applicable3,379,894
David L. Mead11,686,346489,937not applicable3,379,894
Susan D. Rector11,849,004327,279not applicable3,379,894
Charles W. Sulerzyski11,930,172246,111not applicable3,379,894

Also at the Annual Meeting, Peoples' shareholders: (1) approved, in a non-binding advisory vote, the compensation of Peoples' named executive officers as disclosed in Peoples' proxy statement for the Annual Meeting; and (2) ratified the appointment of Ernst & Young LLP as Peoples' independent registered public accounting firm for the fiscal year ending December 31, 2020. The following is a summary of the voting results:
ProposalForAgainstAbstentionsBroker Non-Votes
Non-binding advisory vote on executive compensation11,694,291434,56247,4313,379,894


ProposalForAgainstAbstentionsBroker Non-Votes
Ratification of the appointment of independent registered public accounting firm15,218,542318,71018,925
        



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PEOPLES BANCORP INC.
Date:April 28, 2020By:/s/JOHN C. ROGERS
John C. Rogers
Executive Vice President,
Chief Financial Officer and Treasurer