Peoples Bancorp (NASDAQ: PEBK) investors approve board slate, pay and auditor at 2026 meeting

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Peoples Bancorp of North Carolina, Inc. reported results of its May 7, 2026 annual shareholders’ meeting. Shareholders elected ten directors, including Ashton V. Abernethy, James S. Abernethy, Robert C. Abernethy Sr. and Jr., Douglas S. Howard, John W. Lineberger Jr., Gary E. Matthews, Billy L. Price Jr., MD, William Gregory Terry, and Benjamin I. Zachary.

Each director received between 3,100,943 and 3,883,010 votes for, with broker non-votes of 558,540 for each seat and no votes against. Shareholders also supported, on an advisory basis, the compensation of named executive officers with 4,024,195 votes for versus 83,444 against. They ratified the appointment of Forvis Mazars, LLP as independent registered public accounting firm with 4,684,986 votes for and no votes against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Meeting date: May 7, 2026 Highest director votes for: 3,883,010 votes Lowest director votes for: 3,100,943 votes +5 more

8 metrics

Meeting date May 7, 2026 Annual shareholders’ meeting date

Highest director votes for 3,883,010 votes Votes for director Benjamin I. Zachary

Lowest director votes for 3,100,943 votes Votes for director Robert C. Abernethy, Sr.

Say-on-pay votes for 4,024,195 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 83,444 votes Advisory compensation proposal opposition

Auditor ratification votes for 4,684,986 votes Ratification of Forvis Mazars, LLP

Auditor ratification abstentions 2,856 votes Abstentions on Forvis Mazars, LLP ratification

Broker non-votes on non-routine items 558,540 votes Per director and say-on-pay proposal

Key Terms

Broker Non-votes, advisory (non-binding) vote, Independent Registered Public Accounting Firm, Annual Shareholders’ Meeting

4 terms

Broker Non-votes financial

"Votes Withheld | | | Broker Non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) vote financial

"Participation in advisory (non-binding) vote to approve the compensation"

Independent Registered Public Accounting Firm financial

"Ratification of appointment of Independent Registered Public Accounting Firm – Forvis Mazars, LLP"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Shareholders’ Meeting financial

"Annual Shareholders’ Meeting – May 7, 2026"

A company's annual shareholders’ meeting is a yearly gathering where owners of the company review performance, vote on key decisions (like electing the board or approving executive pay), and ask management questions. Investors care because it’s the main forum to influence how the company is run and to get direct updates—think of it as a town hall where owners judge leaders and set the rules that affect the value of their investment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 09:06 AM

FAQ

What did Peoples Bancorp of North Carolina (PEBK) shareholders vote on at the May 7, 2026 meeting?

Shareholders elected ten directors, held an advisory vote on executive compensation, and ratified Forvis Mazars, LLP as the independent registered public accounting firm. These are standard annual meeting items that shape board composition, pay practices, and external audit oversight.

Were all director nominees elected at Peoples Bancorp of North Carolina’s 2026 annual meeting?

Yes. All ten director nominees were elected, each receiving over 3.1 million votes for. For example, Benjamin I. Zachary received 3,883,010 votes for and 246,292 votes withheld, with 558,540 broker non-votes recorded on his election item.

How did Peoples Bancorp of North Carolina (PEBK) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory (non-binding) vote on named executive officer compensation with 4,024,195 votes for, 83,444 against, and 21,663 abstentions, along with 558,540 broker non-votes. This result indicates broad shareholder support for the company’s disclosed pay programs.

Which audit firm did Peoples Bancorp of North Carolina shareholders ratify in 2026?

Shareholders ratified Forvis Mazars, LLP as the independent registered public accounting firm. The ratification passed with 4,684,986 votes for, zero votes against, and 2,856 abstentions, showing strong shareholder backing for the company’s external auditor selection for the period covered.

What were broker non-votes at the Peoples Bancorp of North Carolina 2026 annual meeting?

Broker non-votes refer to shares held in street name where brokers did not receive specific voting instructions on non-routine items. For each director and the advisory compensation vote, there were 558,540 broker non-votes recorded, which did not count as votes for or against.

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): May 7, 2026

Peoples Bancorp of North Carolina, Inc.

(Exact Name of Registrant as Specified in Its Charter)

North Carolina

(State or Other Jurisdiction of Incorporation)

000-27205		56-2132396
(Commission File No.)		(IRS Employer Identification No.)

518 West C Street, Newton, North Carolina		28658
(Address of Principal Executive Offices)		(Zip Code)

(828) 464-5620

(Registrant’s Telephone Number, Including Area Code)

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))

Peoples Bancorp of North Carolina, Inc.

INDEX

		Page
Item 5.07 – Submission of Matters to a Vote of Security Holders		3

Signatures		4

Table of Contents

Item 5.07. Submission of Matters to a Vote of Security Holders

(a)	Annual Shareholders’ Meeting – May 7, 2026

(b)	Directors elected at the meeting are as follows: Ashton V. Abernethy, James S. Abernethy, Robert C. Abernethy, Sr., Robert C. Abernethy, Jr., Douglas S. Howard, John W. Lineberger, Jr., Gary E. Matthews, Billy L. Price, Jr., MD, William Gregory Terry, and Benjamin I. Zachary

	At the May 7, 2026 Annual Shareholders’ Meeting the following items were submitted to a vote of shareholders:

	1)	Election of Directors:

	Votes For		Votes Against		Votes Withheld		Broker Non-votes
Ashton V. Abernethy		3,356,505		-		772,797		558,540
James S. Abernethy		3,134,113		-		995,189		558,540
Robert C. Abernethy, Sr.		3,100,943		-		1,028,359		558,540
Robert C. Abernethy, Jr.		3,482,310		-		646,992		558,540
Douglas S. Howard		3,603,594		-		525,708		558,540
John W. Lineberger, Jr.		3,881,616		-		247,686		558,540
Gary E. Matthews		3,597,285		-		532,017		558,540
Billy L. Price, Jr., MD		3,846,765		-		282,537		558,540
William Gregory Terry		3,823,756		-		305,546		558,540
Benjamin I. Zachary		3,883,010		-		246,292		558,540

	2)	Participation in advisory (non-binding) vote to approve the compensation of the Company’s named executive officers

		Votes For – 4,024,195; Votes Against – 83,444; Votes Abstained – 21,663; Broker Non-votes – 558,540

	3)	Ratification of appointment of Independent Registered Public Accounting Firm – Forvis Mazars, LLP

		Votes For – 4,684,986; Votes Against – 0; Votes Abstained – 2,856; Broker Non-votes – 0

(c)

Not applicable

Table of Contents

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 OF NORTH CAROLINA, INC.

Date: May 8, 2026	By:	/s/ Jeffrey N. Hooper
	Jeffrey N. Hooper
	Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents