UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2024
| PEOPLES BANCORP INC. | ||||||||
| (Exact name of Registrant as specified in its charter) | ||||||||
| Ohio | 000-16772 | 31-0987416 | ||||||||||||
| (State or other jurisdiction | (Commission File | (I.R.S. Employer | ||||||||||||
| of incorporation) | Number) | Identification Number) | ||||||||||||
| 138 Putnam Street, PO Box 738 | |||||||||||||||||
| Marietta, | Ohio | 45750-0738 | |||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
| Registrant's telephone number, including area code: | (740) | 373-3155 | |||||||||||||||
| Not applicable | ||||||||
| (Former name or former address, if changed since last report) | ||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common shares, without par value | PEBO | The Nasdaq Stock Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Tara M. Abraham and James S. Huggins from Board of Directors
On February 6, 2024, and on February 7, 2024, James S. Huggins and Tara M. Abraham, respectively, informed Peoples Bancorp Inc. (“Peoples”) of their decisions to retire from the Board of Directors of Peoples and the Board of Directors of Peoples’ banking subsidiary, Peoples Bank, effective when their current terms end on April 25, 2024. Peoples’ press release announcing the retirements is attached as Exhibit 99 to this Current Report of Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
a) - c)
Not applicable
d) Exhibits
See Index to Exhibits below.
INDEX TO EXHIBITS
| Exhibit Number | Description | ||||||||||
| Press Release by Peoples Bancorp Inc. on February 9, 2024 announcing the retirements of James S. Huggins and Tara M. Abraham from the Boards of Peoples Bancorp Inc. and Peoples Bank. | |||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PEOPLES BANCORP INC. | ||||||||||||||
| Date: | February 9, 2024 | By:/s/ | KATIE BAILEY | |||||||||||
| Katie Bailey | ||||||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||||||||