pebo-20210422

Ohio

000-16772

31-0987416

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation)

Number)

Identification Number)

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:


T			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))


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).

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. ☐

On April 22, 2021, Peoples Bancorp Inc. (“Peoples”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) with 14,683,285 (74.82%) of the 19,623,956 common shares outstanding and entitled to vote on the February 23, 2021 record date represented in person or by proxy.

Nine directors of Peoples were elected to serve terms of one year each: Tara M. Abraham, S. Craig Beam, George W. Broughton, David F. Dierker, James S. Huggins, Brooke W. James, Susan D. Rector, Charles W. Sulerzyski and Michael N. Vittorio.


Nominee	For	Withheld	Abstentions	Broker Non-Votes

Tara M. Abraham	11,628,895	271,086	not applicable	2,783,304
S. Craig Beam	11,825,149	74,832	not applicable	2,783,304
George W. Broughton	11,253,685	646,296	not applicable	2,783,304
David F. Dierker	11,654,803	245,178	not applicable	2,783,304
James S. Huggins	11,846,292	53,689	not applicable	2,783,304
Brooke W. James	11,593,991	305,990	not applicable	2,783,304
Susan D. Rector	11,600,632	299,349	not applicable	2,783,304
Charles W. Sulerzyski	11,838,783	61,198	not applicable	2,783,304
Michael N. Vittorio	11,827,610	72,371	not applicable	2,783,304

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, 2021. The following is a summary of the voting results:

Proposal

For

Against

Abstention

Broker Non-Votes

Non-binding advisory vote on

executive compensation

10,928,282

930,043

41,656

2,783,304

Proposal

For

Against

Abstentions

Broker Non-Votes

Ratification of the appointment of independent registered public accounting firm

14,462,401

207,702

13,182

—

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 26, 2021

By:/s/

KATIE BAILEY

Katie Bailey

Executive Vice President,
Chief Financial Officer and Treasurer


			PEOPLES BANCORP INC.
			(Exact name of Registrant as specified in its charter)


			Not applicable
			(Former name or former address, if changed since last report)