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 29, 2016 (April 26, 2016)
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| | |
| | PEOPLES BANCORP INC. | |
| | (Exact name of Registrant as specified in its charter) | |
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| | | | |
| Ohio | | 0-16772 | | 31-0987416 |
| (State or other jurisdiction | | (Commission File | | (I.R.S. Employer |
| of incorporation) | | Number) | | Identification Number) |
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| | | | |
| | 138 Putnam Street, PO Box 738 | | | |
| | Marietta, Ohio | | 45750-0738 | |
| | (Address of principal executive offices) | | (Zip Code) | |
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| | | | |
| | Registrant's telephone number, including area code: | | (740) 373-3155 | |
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| | |
| | 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:
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| | |
| | o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| | | (17 CFR 240.14d-2(b)) |
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| | o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| | | (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
On April 26, 2016, management of Peoples Bancorp Inc. (“Peoples”) conducted a facilitated conference call at approximately 11:00 a.m., Eastern Daylight Saving Time, to discuss results of operations for the quarterly period ended March 31, 2016. A replay of the conference call audio will be available on Peoples’ website, www.peoplesbancorp.com, in the “Investor Relations” section for one year. A copy of the transcript of the conference call is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02 and Exhibit 99.1 included with this Current Report on Form 8-K, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
During the conference call, management referred to non-Generally Accepted Accounting Principles ("GAAP") financial measures that are used by management to provide information useful to investors in understanding Peoples' operating performance and trends, and to facilitate comparisons with the performance of Peoples' peers. The following tables show the differences between the non-GAAP financial measures referred to during the conference call and the most directly comparable GAAP-based financial measures.
NON-GAAP FINANCIAL MEASURES
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| | | | | | | | | | | |
| | Three Months Ended |
| | March 31, | | December 31, | | March 31, |
| (in $000’s) | 2016 | | 2015 | | 2015 |
| | | | | | |
| Core non-interest expenses: | | | | | |
| Total non-interest expense | $ | 26,282 |
| | $ | 27,277 |
| | $ | 32,914 |
|
| Less: acquisition-related costs | — |
| | 838 |
| | 9,044 |
|
| Less: pension settlement charges | — |
| | 5 |
| | 269 |
|
| Less: other non-core charges | — |
| | 407 |
| | — |
|
| Core non-interest expenses | $ | 26,282 |
| | $ | 26,027 |
| | $ | 23,601 |
|
|
| | | | | | | | | | | |
| | Three Months Ended |
| | March 31, | | December 31, | | March 31, |
| (in $000’s) | 2016 | | 2015 | | 2015 |
| | | | | | |
| Efficiency ratio: | | | | | |
| Total non-interest expense | 26,282 |
| | 27,277 |
| | 32,914 |
|
| Less: Amortization of intangible assets | 1,008 |
| | 1,133 |
| | 673 |
|
| Adjusted non-interest expense | 25,274 |
|
| 26,144 |
|
| 32,241 |
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| | | | | | |
| Total non-interest income | 13,054 |
| | 12,101 |
| | 11,508 |
|
| | | | | | |
| Net interest income | 25,767 |
| | 25,864 |
| | 21,419 |
|
| Add: Fully tax-equivalent adjustment | $ | 508 |
| | $ | 515 |
| | $ | 409 |
|
| Net interest income on a fully taxable-equivalent basis | $ | 26,275 |
| | $ | 26,379 |
| | $ | 21,828 |
|
| | | | | | |
| Adjusted revenue | $ | 39,329 |
| | $ | 38,480 |
| | $ | 33,336 |
|
| | | | | | |
| Efficiency ratio | 64.26 | % | | 67.94 | % | | 96.72 | % |
| | | | | | |
| Efficiency ratio adjusted for non-core charges: | | | | |
| Core non-interest expenses | $ | 26,282 |
| | $ | 26,027 |
| | $ | 23,601 |
|
| Less: Amortization of intangible assets | 1,008 |
| | 1,133 |
| | 673 |
|
| Adjusted non-interest expense | 25,274 |
| | 24,894 |
| | 22,928 |
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| | | | | | |
| Adjusted revenue | $ | 39,329 |
| | $ | 38,480 |
| | $ | 33,336 |
|
| | | | | | |
| Efficiency ratio adjusted for non-core charges | 64.26 | % | | 64.69 | % | | 68.78 | % |
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| | | | | | | | | | | | | | | | | | | |
| | At or For the Three Months Ended |
| | March 31, | | December 31, | | September 30, | | June 30, | | March 31, |
| (in $000’s) | 2016 | | 2015 | | 2015 | | 2015 | | 2015 |
| | | | | | | | | | |
| Tangible Equity: | | | | | | | | | |
| Total stockholders' equity, as reported | $ | 428,486 |
| | $ | 419,789 |
| | $ | 424,760 |
| | $ | 418,164 |
| | $ | 419,218 |
|
| Less: goodwill and other intangible assets | 148,997 |
| | 149,617 |
| | 151,339 |
| | 151,169 |
| | 152,291 |
|
| Tangible equity | $ | 279,489 |
| | $ | 270,172 |
| | $ | 273,421 |
| | $ | 266,995 |
| | $ | 266,927 |
|
| | | | | | | | | | |
| Tangible Assets: | | | | | | | | | |
| Total assets, as reported | $ | 3,294,929 |
| | $ | 3,258,970 |
| | $ | 3,228,830 |
| | $ | 3,210,425 |
| | $ | 3,253,835 |
|
| Less: goodwill and other intangible assets | 148,997 |
| | 149,617 |
| | 151,339 |
| | 151,169 |
| | 152,291 |
|
| Tangible assets | $ | 3,145,932 |
| | $ | 3,109,353 |
| | $ | 3,077,491 |
| | $ | 3,059,256 |
| | $ | 3,101,544 |
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| | | | | | | | | | |
| Tangible Book Value per Common Share: | | | | | | | | | |
| Tangible equity | $ | 279,489 |
| | $ | 270,172 |
| | $ | 273,421 |
| | $ | 266,995 |
| | $ | 266,927 |
|
| Common shares outstanding | 18,157,932 |
| | 18,404,864 |
| | 18,400,809 |
| | 18,391,575 |
| | 18,374,256 |
|
| | | | | | | | | | |
| Tangible book value per common share | $ | 15.39 |
| | $ | 14.68 |
| | $ | 14.86 |
| | $ | 14.52 |
| | $ | 14.53 |
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| | | | | | | | | | |
| Tangible Equity to Tangible Assets Ratio: | | | | |
| Tangible equity | $ | 279,489 |
| | $ | 270,172 |
| | $ | 273,421 |
| | $ | 266,995 |
| | $ | 266,927 |
|
| Tangible assets | $ | 3,145,932 |
| | $ | 3,109,353 |
| | $ | 3,077,491 |
| | $ | 3,059,256 |
| | $ | 3,101,544 |
|
| | | | | | | | | | |
| Tangible equity to tangible assets | 8.88 | % | | 8.69 | % | | 8.88 | % | | 8.73 | % | | 8.61 | % |
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 28, 2016, Peoples Bancorp Inc. (“Peoples”) held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”) at the Lafayette Hotel in Marietta, Ohio, with 14,951,827 (82.24%) of the 18,181,712 common shares outstanding and entitled to vote on the March 1, 2016 record date represented in person or by proxy.
Five Directors of Peoples were elected to serve terms of three years each (expiring in 2019): S. Craig Beam, David F. Dierker, David L. Mead, Susan D. Rector and Thomas J. Wolf. Other Directors of Peoples who continue to serve after the Annual Meeting include Tara M. Abraham, Carl L. Baker, Jr., George W. Broughton, Richard Ferguson, James S. Huggins, Brooke W. James, Charles W. Sulerzyski and Dr. Brenda F. Jones.
The following is a summary of the voting results:
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| | | | | | | | | | |
| Nominee | For | Withheld | Abstentions | Broker Non-Votes |
| S. Craig Beam | 11,839,115 |
| | 239,264 |
| | not applicable | 2,873,448 |
| |
| David F. Dierker | 11,844,716 |
| | 233,663 |
| | not applicable | 2,873,448 |
| |
| David L. Mead | 11,837,600 |
| | 240,779 |
| | not applicable | 2,873,448 |
| |
| Susan D. Rector | 11,857,614 |
| | 220,765 |
| | not applicable | 2,873,448 |
| |
| Thomas J. Wolf | 11,829,865 |
| | 248,514 |
| | not applicable | 2,873,448 |
| |
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, 2016. The following is a summary of the voting results:
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| | | | | | | | | | | | |
| Proposal | For | Against | Abstentions | Broker Non-Votes |
| Non-binding advisory vote on executive compensation | 11,607,153 |
| | 360,394 |
| | 110,831 |
| | 2,873,448 |
| |
|
| | | | | | | | | | | | |
| Proposal | For | Against | Abstentions | Broker Non-Votes |
| Ratification of the appointment of independent registered public accounting firm | 14,774,705 |
| | 164,456 |
| | 12,666 |
| | — |
| |
Item 8.01 Other Events
On April 28, 2016, Peoples issued a news release announcing that the Board of Directors declared a quarterly dividend of $0.16 per common share. A copy of the news release is included as Exhibit 99.2 to this Current Report on Form 8-K.
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.
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| | | | |
| | | | PEOPLES BANCORP INC. | |
| | | | | |
| Date: | April 29, 2016 | By:/s/ | CHARLES W. SULERZYSKI | |
| | | | Charles W. Sulerzyski | |
| | | | | |
| | | | President, Chief Executive Officer and Director | |
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| | | |
| Exhibit Number | | Description | |
| 99.1 | | Transcript of conference call conducted by management of Peoples Bancorp Inc. on April 26, 2016 to discuss results of operations for the quarterly period ended March 31, 2016 | |
| 99.2 | | News Release issued by Peoples Bancorp Inc. on April 28, 2016 | |
