Independent
Tenure on this board
11.2 yrs
11 nominees · 3 ballot items.
Election of 11 directors; advisory (non-binding) approval of named executive officers’ compensation; ratification of Ernst & Young LLP as independent registered public accounting firm.
To elect eleven directors to the Board of Directors, each for a one-year term expiring at the 2027 Annual Meeting.
Non-binding advisory resolution to approve the compensation of the named executive officers as disclosed in the Proxy Statement.
This management proposal asks shareholders to approve, on a non-binding advisory basis, the company’s executive compensation program as disclosed in the proxy, including the Compensation Discussion & Analysis and executive compensation tables. Management seeks this approval to confirm shareholder support for its pay practices and to retain flexibility in compensation design while considering shareholder feedback. The board and Compensation Committee recommend a vote FOR, citing alignment of pay with performance, peer benchmarking, clawback and stock-holding policies, pay-for-performance metrics, and risk-mitigation features in incentive plans. Key context includes 2025 financial results (pre-tax/pre-provision return on average assets of 1.94%, net income of $107M), the use of a balanced scorecard for incentives and equity grants with three-year cliff vesting and performance vesting conditions, and recent CEO transition (Sulerzyski to Wilcox in 2024) that may affect comparisons. The proposal is routine for U.S. public companies post-Dodd-Frank; failure would not alter pay but would trigger engagement by the Compensation Committee to consider shareholder concerns. The board notes strong prior shareholder support for similar proposals and intends to consider the advisory vote outcome in future compensation decisions.
To ratify Ernst & Young LLP as Peoples’ independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 6.1% | 2,181,311 | $72M |
| 2 | STATE STREET CORP | 5.3% | 1,892,530 | $62M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 1,489,690 | $49M |
| 4 | BlackRock, Inc. | 3.8% | 1,362,783 | $45M |
| 5 | BlackRock, Inc. | 3.0% | 1,092,588 | $36M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.9% | 1,031,664 | $34M |
| 7 | Invesco Ltd. | 2.3% | 836,386 | $27M |
| 8 | BROWN ADVISORY INC | 2.2% | 805,376 | $26M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 780,252 | $26M |
| 10 | PRIVATE MANAGEMENT GROUP INC | 1.7% | 595,649 | $20M |
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