Shareholders at Peoples Bancorp (NASDAQ: PEBO) back board, pay and auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Peoples Bancorp Inc. reported results of its 2026 Annual Meeting of Shareholders. Of 35,917,291 common shares outstanding on the February 23, 2026 record date, 27,707,182 shares, or 77%, were represented in person or by proxy, indicating strong participation.
Shareholders elected eleven directors to one-year terms and approved, in a non-binding advisory vote, the compensation of the company’s named executive officers as disclosed in the proxy statement. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
Positive
- None.
Negative
- None.
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
Shares outstanding: 35,917,291 shares
Shares represented: 27,707,182 shares (77%)
Say-on-pay support: 20,897,915 votes for
+3 more
6 metrics
Shares outstanding
35,917,291 shares
Common shares outstanding and entitled to vote as of February 23, 2026
Shares represented
27,707,182 shares (77%)
Shares present in person or by proxy at the 2026 Annual Meeting
Say-on-pay support
20,897,915 votes for
Non-binding advisory vote on executive compensation at 2026 Annual Meeting
Say-on-pay opposition
415,283 votes against
Non-binding advisory vote on executive compensation at 2026 Annual Meeting
Auditor ratification votes for
27,162,783 votes for
Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026
Auditor ratification votes against
503,469 votes against
Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Key Terms
non-binding advisory vote, broker non-votes, independent registered public accounting firm, emerging growth company
4 terms
non-binding advisory vote financial
"approved, in a non-binding advisory vote, the compensation of Peoples' named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"Broker Non-Votes 6,274,277"
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.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP as Peoples’ independent registered public accounting firm"
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.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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
| (Exact name of Registrant as specified in its charter) | ||||||||
| (State or other jurisdiction | (Commission File | (I.R.S. Employer | ||||||||||||
| of incorporation) | Number) | Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
| Registrant's telephone number, including area code: | |||||||||||||||||
| 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:
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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).
Emerging growth company ☐
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. ☐
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 | ||||||||||||||
FAQ
How many directors were elected at Peoples Bancorp (PEBO)’s 2026 Annual Meeting?
Shareholders elected eleven directors to one-year terms. The slate included 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.
What were typical director election vote levels at Peoples Bancorp (PEBO)’s 2026 meeting?
Director nominees generally received over 20 million votes for. For example, S. Craig Beam received 21,026,037 for and 406,868 withheld, while Tyler J. Wilcox received 21,165,105 for and 267,800 withheld, plus 6,274,277 broker non-votes each.