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PEBO > SEC Filings for PEBO > Form 8-K on 26-Apr-2013All Recent SEC Filings

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Form 8-K for PEOPLES BANCORP INC


26-Apr-2013

Results of Operations and Financial Condition, Change in Directors or Princip


Item 2.02 Results of Operations and Financial Condition

On April 23, 2013, management of Peoples Bancorp Inc. ("Peoples") conducted a facilitated conference call at approximately 11:00 a.m., Eastern Daylight Savings Time, to discuss results of operations for the quarterly period ended March 31, 2013. A replay of the conference 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 conference call is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02 and Exhibit 99.1 included with this Current Report on Form 8-K, 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 in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Annual Meeting of Shareholders held on April 25, 2013 (the "2013 Annual Meeting"), the shareholders of Peoples approved the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (the "Second Amended and Restated 2006 Plan"). The Second Amended and Restated 2006 Plan makes the following changes to the material terms of the Amended and Restated 2006 Equity Plan (the "Amended and Restated 2006 Plan").

            Increases the number of common shares that may be issued from
             500,000 common shares to such number of common shares as will result
             in an aggregate of 800,000 common shares being available for future
             grants of Awards on and after April 25, 2013. Based on the number of
             common shares available for future grants of Awards as of April 25,
             2013, the aggregate number of common shares available for issuance
             under the Second Amended and Restated 2006 Plan (including common
             shares subject to outstanding Awards (197,968 common shares) and
             common shares previously issued in satisfaction of Awards (83,292
             common shares) will be 1,081,260 common shares.


            Counts against the common share limit, common shares subject to an
             Award outstanding on April 25, 2013, which Award for any reason
             thereafter terminates by expiration, forfeiture, cancellation or
             otherwise without having been exercised or paid.

Extends the termination date for the Plan to April 25, 2023.

Expands the list of performance criteria upon which performance goals relating to the payment or vesting of an Award may be based.

Strengthens the prohibition on the repricing of an Option or a SAR.

            Changes the definition of "retirement" from including early
             retirement (i.e., termination by a participant on or after attaining
             age 50 with at least ten years of service with Peoples or any of its
             subsidiaries) to a termination by a participant other than due to
             death or disability on or after attaining age 65 with at least ten
             years of service with Peoples or any of its subsidiaries.


            Eliminates the automatic acceleration of vesting of Awards upon the
             retirement or disability of a participant.


            Eliminates the automatic vesting of performance-based Awards upon
             the death of a participant with vesting to occur instead at the end
             of the applicable performance period to the extent the related
             performance goals have been satisfied.


            Dividends which would otherwise be received during the restriction
             period applicable to Restricted Performance Stock will instead be
             accrued and paid to participants in the same proportion and at the
             same time as the underlying Restricted Performance Stock vests, if
             at all.


            Permits the acceleration of vesting of Awards upon a termination by
             a participant for good reason following a change in control.


            Makes Awards subject to any deductions and clawback required to be
             made under any applicable law, governmental regulation or stock
             exchange listing requirement, or any policy adopted by Peoples.

The Second Amended and Restated 2006 Plan is an equity incentive plan that has been structured in a manner such that Awards granted under the Second Amended and Restated 2006 Plan by Peoples will comply with the requirements for "qualified performance-based compensation" under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and the Treasury Regulations promulgated thereunder (collectively, "Section 162(m)").

The Second Amended and Restated 2006 Plan will continue to make the following equity-based Awards (collectively, "Awards") available for grant to eligible participants:

Incentive Stock Options;

Nonqualified Stock Options (and together with Incentive Stock Options, "Options");

Stock appreciation rights ("SARs");

Restricted Stock;

            Restricted Performance Stock subject to conditions including the
             attainment of performance goals (and together with Restricted Stock,
             where appropriate ("Restricted Stock");

Unrestricted common shares ("unrestricted Company Stock"); and

            Performance Units representing the right to receive an amount equal
             to the value of the Performance Unit established at the time of
             grant to the extent performance goals established for a particular
             performance period have been met.

Effective Date and Expiration of the Second Amended and Restated 2006 Plan

The Second Amended and Restated 2006 Plan became effective on April 25, 2013. Unless earlier terminated by the Peoples Board of Directors (the "Board"), the Second Amended and Restated 2006 Plan will terminate on April 25, 2023. No Award may be made pursuant to the Second Amended and Restated 2006 Plan after this termination date, but Awards made prior to the termination date will remain in effect in accordance with their respective terms. In any event, no Incentive Stock Options may be granted after February 28, 2023.

Administration of the Second Amended and Restated 2006 Plan

The Second Amended and Restated 2006 Plan will continue to be administered by the Compensation Committee (the "Committee") of the Board, which has the authority to grant Awards to Employees, Advisors and Non-Employee Directors who are members of the board of directors of a subsidiary of Peoples but are not also members of the Board of Peoples ("Subsidiary Directors"). The full Peoples' Board has the authority to grant Awards to Non-Employee Directors who are . . .



Item 5.07 Submission of Matters to a Vote of Security Holders

On April 25, 2013, Peoples held its 2013 Annual Meeting in the Ball Room of the Lafayette Hotel in Marietta, Ohio, with 8,666,673 (80.21%) of the 10,800,607 common shares outstanding and entitled to vote on the February 28, 2013 record date represented in person or by proxy.

Three Directors of Peoples were re-elected to serve terms of three years each (expiring in 2016): David L. Mead, Susan D. Rector, and Thomas J. Wolf. Other Directors of Peoples who continue to serve after the Annual Meeting include Tara M. Abraham, Carl L. Baker, Jr., George W. Broughton, Richard Ferguson, James S. Huggins, Brenda F. Jones, M.D., Theodore P. Sauber, and Charles W. Sulerzyski. The following is a summary of the voting results:

Nominee For Withheld Abstentions Broker Non-Votes David L. Mead 7,025,570 211,186 not applicable 1,425,917 Susan D. Rector 7,127,411 109,345 not applicable 1,425,917 Thomas J. Wolf 7,101,061 135,695 not applicable 1,425,917

Also at the 2013 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 2013 Annual Meeting; (2) approved the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan, and (3) ratified the appointment of Ernst & Young LLP as Peoples' independent registered public accounting firm for the fiscal year ending December 31, 2013. The following is a summary of the voting results:

           Proposal                 For         Against     Abstentions   Broker Non-Votes
Non-binding advisory vote on      6,966,885      205,618        64,253          1,425,917
executive compensation


         Proposal                For         Against     Abstentions   Broker Non-Votes
Approval of the Peoples        6,926,442      251,695        58,619          1,425,917
Bancorp Inc. Second Amended
and Restated 2006 Equity
Plan


            Proposal                   For       Against    Abstentions   Broker Non-Votes
Ratification of the appointment     8,575,318     72,177        15,178                  -
of independent registered public
accounting firm



Item 8.01 Other Events

On April 25, 2013, Peoples issued a news release announcing that the Board of Directors declared a quarterly dividend of $0.14 per common share. A copy of the news release is included as Exhibit 99.2 to this Current Report on Form 8-K.

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