pebo-20260428
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: April 28, 2026
| 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 5.07 Submission of Matters to a Vote of Security Holders
On April 23, 2026, Peoples Bancorp Inc. (“Peoples”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) with 27,707,182 (77%) of the 35,917,291 common shares outstanding and entitled to vote on the February 23, 2026 record date represented in person or by proxy.
Eleven directors of Peoples were elected to serve terms of one year each: S. Craig Beam, David F. Dierker, W. Glenn Hogan, Brooke W. James, Susan D. Rector, Kevin R. Reeves, Carol A. Schneeberger, Frances A. Skinner, Dwight E. Smith, Michael N. Vittorio, and Tyler J. Wilcox.
The following is a summary of the voting results (excluding fractional shares):
| Nominee | For | Withheld | Abstentions | Broker Non-Votes | ||||||||||
| S. Craig Beam | 21,026,037 | 406,868 | not applicable | 6,274,277 | ||||||||||
| David F. Dierker | 21,075,003 | 357,902 | not applicable | 6,274,277 | ||||||||||
| W. Glenn Hogan | 21,258,424 | 174,481 | not applicable | 6,274,277 | ||||||||||
| Brooke W. James | 20,370,658 | 1,062,247 | not applicable | 6,274,277 | ||||||||||
| Susan D. Rector | 20,353,130 | 1,079,775 | not applicable | 6,274,277 | ||||||||||
| Kevin R. Reeves | 21,224,320 | 208,585 | not applicable | 6,274,277 | ||||||||||
| Carol A. Schneeberger | 21,279,880 | 153,025 | not applicable | 6,274,277 | ||||||||||
| Francis A. Skinner | 20,681,723 | 751,182 | not applicable | 6,274,277 | ||||||||||
| Dwight E. Smith | 20,631,784 | 801,121 | not applicable | 6,274,277 | ||||||||||
| Michael N. Vittorio | 21,256,260 | 176,645 | not applicable | 6,274,277 | ||||||||||
| Tyler J. Wilcox | 21,165,105 | 267,800 | not applicable | 6,274,277 | ||||||||||
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, 2026. The following is a summary of the voting results (excluding fractional shares):
| Proposal | For | Against | Abstention | Broker Non-Votes | |||||||||||||
| Non-binding advisory vote on executive compensation | 20,897,915 | 415,283 | 119,706 | 6,274,277 | |||||||||||||
| Proposal | For | Against | Abstentions | Broker Non-Votes | |||||||||||||
| Ratification of the appointment of independent registered public accounting firm | 27,162,783 | 503,469 | 40,929 | — | |||||||||||||
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, 2026 | By:/s/ | KATIE BAILEY | |||||||||||
| Katie Bailey | ||||||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||||||||