Peoples Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PEBO
Major Banks
Finance
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
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Securities registered pursuant to Section 12(b) of the Act:
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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 | ||||||||||||||