form8k.htm
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): July 27, 2009 (July 21,
2009)
PEOPLES
BANCORP
INC.
(Exact
name of registrant as specified in its charter)
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Ohio
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0-16772
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31-0987416
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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138
Putnam Street, P.O. 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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02. Results of Operations and
Financial Condition.
On July
21, 2009, management of Peoples Bancorp Inc. ("Peoples") conducted a facilitated
teleconference call beginning at approximately 11:00 a.m., Eastern Daylight
Savings Time, to discuss results of operations for the quarterly period ended
June 30, 2009 and fiscal year-to-date. A replay of the teleconference
call audio will be available on Peoples' website, www.peoplesbancorp.com, in the
"Investor Relations" section for one year. A copy of the transcript
of the teleconference call is included as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.
The
information contained in this Item 2.02 disclosure, and Exhibit 99.1 included
with this Current Report, is being furnished pursuant to Item 2.02 and shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that Section, nor shall such information be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except as otherwise stated
by Peoples in such filing.
Item
5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(a) Not
applicable
(b) Not
applicable
(c) Not
applicable
(d) At
the July 23, 2009 meeting of the Peoples Board of Directors (the "Board"), the
Board increased the number of directors of Peoples from 12 to 14 and elected
Dave M. Archer and Brenda F. Jones, M.D. to fill the offices created
by the increase in the number of directors. The Governance and
Nominating Committee of the Board (the "Governance and Nominating Committee")
had unanimously recommended both the increase in the number of directors and the
election of Mr. Archer and Dr. Jones.
Dave M.
Archer, age 64, was elected to the Peoples Board, effective August 1, 2009,
as a director in the class whose terms continue until the 2010 Annual Meeting of
Shareholders of Peoples. Mr. Archer has served as a member of
the Board of Directors of Peoples Bank, National Association, the national bank
subsidiary of Peoples ("Peoples Bank"), since June 17, 1993. Mr.
Archer is President of Pioneer Pipe, Inc., a construction and fabrication
company based in Marietta, Ohio. Mr. Archer has not been
appointed to serve on any committee of the Peoples Board at this
time. In his capacity as a non-employee director of Peoples,
Mr. Archer will receive compensation on the same basis as the other
non-employee directors receive for their service on the Board.
Brenda F.
Jones, M.D., age 55, was elected to the Peoples Board, effective August 1,
2009, as a director in the class whose terms continue until the 2011 Annual
Meeting of Shareholders of Peoples. Dr. Jones has served as a
member of the Board of Directors of Peoples Bank since September 1,
1994. Dr. Jones is Medical Director of Marietta Ophthalmology
Associates, Inc. located in Marietta, Ohio. Upon the unanimous
recommendation of the Governance and Nominating Committee, the Peoples Board
appointed Dr. Jones to serve as a member of the Audit Committee of the
Board (the "Audit Committee") and as a member of the Governance and Nominating
Committee, in each case effective August 1, 2009. In her
capacity as a non-employee director of Peoples, Dr. Jones will receive
compensation on the same basis as the other non-employee directors receive for
their service on the Board. In addition, in her capacity as a member
of the Audit Committee and a member of the Governance and Nominating Committee,
Dr. Jones will receive compensation on the same basis as the other members
of those committees receive for their service on the respective
committees.
The
Peoples Board has determined that each of Mr. Archer and Dr. Jones satisfies the
independence requirements set forth in the applicable Marketplace Rules for
NASDAQ-listed companies and the applicable rules and regulations of the
Securities and Exchange Commission.
During
each of Peoples’ fiscal year ended December 31, 2008 and Peoples’ fiscal
year ending December 31, 2009, Peoples Bank maintained lending
relationships with Mr. Archer and Dr. Jones, with members of their immediate
families and with corporations or organizations as to which Mr. Archer or Dr.
Jones serves as an executive officer (or in a similar capacity) and/or
beneficially owns more than 10% of the equity securities. All such
loans (i) were made in the ordinary course of business, (ii) were made
on substantially the same terms, including interest rates charged and collateral
required, as those prevailing at the time for comparable loans with persons not
related to Peoples or Peoples Bank, and (iii) did not and do not involve
more than the normal risk of collectability or present other unfavorable
features to Peoples or Peoples Bank. The loans described above were
subject to Peoples Bank’s written policies, procedures and standard underwriting
criteria applicable to loans generally, and were made in accordance with Federal
Reserve Regulation O requiring prior approval of the loans by the Board of
Directors of Peoples Bank.
On July
27, 2009, Peoples issued a news release announcing the election of Dave M.
Archer and Brenda F. Jones, M.D. as directors of Peoples, effective
August 1, 2009. A copy of the July 27, 2009 news release is
included as Exhibit 99.2 to this Current Report on Form 8-K and
incorporated herein by reference.
(e) Not
applicable
(f) Not
applicable
Item
9.01. Financial Statements and
Exhibits.
(a) Not
applicable
(b) Not
applicable
(c) Not
applicable
(d) Exhibits:
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Exhibit No.
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Description
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99.1
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Transcript
of teleconference call conducted by management of Peoples Bancorp Inc. on
July 21, 2009
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99.2
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News
Release issued by Peoples Bancorp Inc. on July 27, 2009 announcing
election of Dave M. Archer and Brenda F. Jones, M.D. as
directors of Peoples Bancorp Inc., effective August 1,
2009
[Remainder
of page intentionally left blank; signature on following
page]
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SIGNATURE
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.
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Date: July
27, 2009
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By:
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/s/ EDWARD G. SLOANE |
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Edward
G. Sloane
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Executive
Vice President,
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Chief
Financial Officer and
Treasurer
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INDEX TO
EXHIBITS
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Exhibit No.
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Description
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99.1
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Transcript
of teleconference call conducted by management of Peoples Bancorp Inc. on
July 21, 2009
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99.2
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News
Release issued by Peoples Bstancorp Inc. on July 27, 2009 announcing
election of Dave M. Archer and Brenda F. Jones, M.D. as
directors of Peoples Bancorp Inc., effective August 1,
2009
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