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As filed with the Securities and Exchange Commission on December 14, 2023 |
| Registration No. 333-________________ |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 __________________________________________ |
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FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ |
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| PEOPLES BANCORP INC. |
| (Exact name of registrant as specified in its charter) |
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| Ohio | | 31-0987416 |
(State or other jurisdiction of
incorporation or organization) | (I.R.S. 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) |
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Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (Full title of the plan) |
M. Ryan Kirkham, Esq.
Executive Vice President, General Counsel
Peoples Bancorp Inc.
138 Putnam Street
P. O. Box 738
Marietta, Ohio 45750-0738
| | | | Copy to:
Elizabeth Turrell Farrar, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43216-1008
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| (Name and address of agent for service) | | | | | |
| (740) 376-7574 |
| (Telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | x | Accelerated filer | ☐ |
| Non-accelerated filer | o | Smaller reporting company | ☐ |
| | 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 7(a)(2)(B) of the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Plan”) as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement on Form S-8 (this “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Commission allows Peoples Bancorp Inc. (“Peoples” or the “registrant”) to “incorporate by reference” in this Registration Statement the information in the documents that Peoples files with the Commission, which means that important information can be disclosed to you by referring you to those documents. The information incorporated by reference is considered to be a part of this Registration Statement. The following documents, filed by Peoples with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof:
•Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 27, 2023 (SEC File No. 0-16772);
•Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the Commission on May 4, 2023 (SEC File No. 0-16772);
•Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the Commission on August 3, 2023 (SEC File No. 0-16772);
•Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the Commission on November 2, 2023 (SEC File No. 0-16772);
•Peoples’ Current Reports on Form 8-K filed with the Commission on January 23, 2023, January 24, 2023 (excluding Item 2.02), February 3, 2023, February 21, 2023, February 24, 2023, April 14, 2023, April 25, 2023 (excluding Item 2.02), as amended by Form 8-K/A, filed with the Commission on April 25, 2023 (excluding Item 2.02), May 1, 2023, May 2, 2023, May 25, 2023, July 11, 2023, July 25, 2023 (excluding Item 2.02), August 28, 2023, and October 24, 2023 (excluding Item 2.02);
•Peoples’ definitive proxy statement for its 2023 Annual Meeting of Shareholders filed with the Commission on March 10, 2023; and
•the description of Peoples’ common shares contained in Exhibit 4.2 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the Commission on August 3, 2023 (SEC File No. 0-16772), together with any subsequent amendment or report filed for the purpose of updating such description.
All documents which may be filed by Peoples with the Commission pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates that all securities offered under the Plan pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference in this Registration Statement and to be made a part hereof from the date of filing of such documents.
Pursuant to General Instruction B of Form 8-K, any information furnished pursuant to “Item 2.02. Results of Operations and Financial Condition” or “Item 7.01. Regulation FD Disclosure” of Form 8-K is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, and Peoples is not incorporating by reference any information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, or any exhibits relating to Item 2.02 or Item 7.01, into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated in this Registration Statement by reference, or contained in this Registration Statement, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Common Shares
The common shares, without par value, of Peoples (the “Common Shares”) are registered under Section 12 of the Exchange Act. Accordingly, in accordance with the instructions in Item 4 of Part II of Form S-8, no description of the Common Shares is provided hereunder.
Deferred Compensation Obligations
The Deferred Compensation Obligations being registered are general unsecured obligations of Peoples, and of subsidiaries of Peoples, under the Plan. The Plan is a non-qualified deferred compensation plan which allows a participating non-employee director of Peoples, or of any of Peoples’ subsidiaries, to defer all or part of his or her compensation (including compensation in the form of Common Shares), including the federal income tax thereon, received for services provided as a director of Peoples or of one of Peoples’ subsidiaries (such deferrals are also referred to as “Deferred Compensation Obligations”). Non-employee directors participating in the Plan are permitted to allocate their Deferred Compensation Obligations within each of their respective bookkeeping accounts under the Plan between a cash account and a stock account. Deferrals with respect to compensation in the form of Common Shares are automatically allocated to the stock account in the whole number of Common Shares deferred. The cash account earns interest equal to the three-year certificate of deposit interest rate of Peoples Bank, the bank subsidiary of Peoples. The stock account receives allocations to a bookkeeping account of Common Shares on the first business day of each calendar quarter (an “Adjustment Date”) based on the cash portion of amounts deferred during the previous calendar quarter, divided by the then fair market value of a Common Share, with the stock account then credited with the resulting number of whole Common Shares and any remaining amounts of deferred cash will continue to be credited to the stock account until converted to whole Common Shares at a future Adjustment Date. Each participant’s stock account is credited with subsequent cash dividends on the Common Shares previously allocated to the stock account. At the following Adjustment Date, the amount of cash dividends credited to each stock account (and any other amounts of deferred cash then credited to such stock account) will be divided by the then fair market value of a Common Share, and the stock account of the participant will be credited with the resulting number of whole Common Shares and any remaining amounts of cash will continue to be credited to the stock account until converted to whole Common Shares at a future Adjustment Date. If a participant in the Plan fails to make an election, 100% of the participant’s deferrals will be credited to the cash account.
The only right a participant in the Plan has with respect to his or her cash account and/or stock account is to receive distributions upon termination of service as a director. Distributions in respect of the Deferred Compensation Obligations are made in a lump sum or substantially equal annual installments over a
period of up to five years, at the election of the director, beginning (i) on the first business day of the calendar month following the date of the director’s termination of service due to resignation, retirement, death or otherwise for the portion of the account, if any, that was earned and vested before January 1, 2005, and any additions attributable to such portion of the account; and (ii) on the first business day of the calendar month following the earlier of the directors’ death or separation from service as a director for the remaining portion of the account. For a director who is also a “specified employee” for purpose of Section 409A of the Internal Revenue Code of 1986, as amended, on the date of the director’s separation from service, the distribution of the portion of the account that was earned and vested on or after January 1, 2005, will be delayed until the first business day of the seventh month following the date of separation of service. Distributions in respect of Deferred Compensation Obligations which are treated as allocated to the stock account will be made in Common Shares and distributions in respect of Deferred Compensation Obligations which are treated as allocated to the cash account will be made in cash.
The foregoing description of the Plan and the Deferred Compensation Obligations registered pursuant to this Registration Statement is qualified in its entirety by reference to the full text of the Plan, which is incorporated by reference in Exhibit 4.3 to this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
(a) Ohio General Corporation Law
Section 1701.13(E) of the Ohio Revised Code grants corporations broad powers to indemnify directors, officers, employees and agents. Section 1701.13(E) provides:
(E) (1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, the person had reasonable cause to believe that the person's conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation unless, and only to
the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by the person in connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought.
Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and, within ten days after receipt of that notification, the person shall have the right to petition the court of common pleas or the court in which the action or suit was brought to review the reasonableness of that determination.
(5) (a) Unless at the time of a director's act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney's fees, incurred by a director in defending the action, suit, or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which the director agrees to do both of the following:
(i) Repay that amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the director's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay that amount, if it ultimately is determined that the person is not entitled to be indemnified by the corporation.
(6) The indemnification or advancement of expenses authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification or advancement of expenses under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of that person. A right to indemnification or to advancement of expenses arising under a provision of the articles or the regulations shall not be eliminated or impaired by an amendment to that provision after the occurrence of the act or omission that becomes the subject of the civil, criminal, administrative, or investigative action, suit, or proceeding for which the indemnification or advancement of expenses is sought, unless the provision in effect at the time of that act or omission explicitly authorizes that elimination or impairment after the act or omission has occurred.
(7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against that liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation" includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as the person would if the person had served the new or surviving corporation in the same capacity.
(b) Peoples Bancorp Inc. Code of Regulations
The Code of Regulations of Peoples contains the following provisions with respect to the indemnification of directors and officers:
ARTICLE FIVE
INDEMNIFICATION AND INSURANCE
Section 5.01. Mandatory Indemnification. The corporation shall indemnify any officer or director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. A person claiming indemnification under this Section 5.01 shall be presumed, in respect of any act or omission giving rise to such claim for indemnification, to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal matter, to have had no reasonable cause to believe his conduct was unlawful, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption.
Section 5.02. Court-Approved Indemnification. Anything contained in the Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer or director of the corporation who was a party to any completed action or suit instituted by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for acting with reckless disregard for the best interests of the corporation or misconduct (other than negligence) in the performance of his duty to the corporation unless and only to the extent that the Court of Common Pleas of Washington County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 5.02.
Section 5.03. Indemnification for Expenses. Anything contained in the Regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) actually and reasonably incurred by him in connection therewith.
Section 5.04. Determination Required. Any indemnification required under Section 5.01 and not precluded under Section 5.02 shall be made by the corporation only upon a determination that such indemnification of the officer or director is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 5.01. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified, within the past five years, or (C) by the shareholders, or (D) by the Court of Common Pleas of Washington County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 5.04 at any time [including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.04]; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under
division (A) or by independent legal counsel under division (B) or by shareholders under division (C) of this Section 5.04 shall be evidence in rebuttal of the presumption recited in Section 5.01. Any determination made by the disinterested directors under division (A) or by independent legal counsel under division (B) of this Section 5.04 to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Washington County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.
Section 5.05. Advances for Expenses. Expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 5.01 shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise:
(A) if it shall ultimately be determined as provided in Section 5.04 that he is not entitled to be indemnified by the corporation as provided under Section 5.01; or
(B) if, in respect of any claim, issue or other matter asserted by or in the right of the corporation in such action or suit, he shall have been adjudged to be liable for acting with reckless disregard for the best interests of the corporation or misconduct (other than negligence) in the performance of his duty to the corporation, unless and only to the extent that the Court of Common Pleas of Washington County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, he is fairly and reasonably entitled to all or part of such indemnification.
Section 5.06. Article Five Not Exclusive. The indemnification provided by this Article Five shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the Articles or the Regulations or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 5.07. Insurance. The corporation may purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the obligation or the power to indemnify him against such liability under the provisions of this Article Five. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.
Section 5.08. Certain Definitions. For purposes of this Article Five, and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article Five shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or otherwise results in a vindication of him); and
(B) References to an “other enterprise” shall include employee benefit plans; references to a “fine” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” within the meaning of that term as used in this Article Five.
Section 5.09. Venue. Any action, suit or proceeding to determine a claim for indemnification under this Article Five may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Washington County, Ohio. The corporation and (by claiming such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Washington County, Ohio in any such action, suit or proceeding.
(c) Insurance
Peoples maintains insurance policies under which directors and officers of Peoples are insured, within the limits and subject to the limitations of such policies, against expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that may be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors or officers of Peoples.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto and beginning at page 12.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 of this Part II, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
INDEX TO EXHIBITS
| | | | | | | | |
| Exhibit No. | Description | Exhibit Location |
| 4.1(a) | Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on May 3, 1993) P | Incorporated herein by reference to Exhibit 3(a) to Peoples’ Registration Statement on Form 8-B filed on July 20, 1993 (File No. 0-16772) |
| Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 22, 1994) | Incorporated herein by reference to Exhibit 3.1(b) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (File No. 0-16772) (“Peoples’ September 30, 2017 Form 10-Q”) |
| Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 9, 1996) | Incorporated herein by reference to Exhibit 3.1(c) to Peoples’ September 30, 2017 Form 10-Q |
| Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 23, 2003) | Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 (File No. 0-16772) (“Peoples’ March 31, 2003 Form 10-Q”) |
| Certificate of Amendment by Shareholders to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on January 22, 2009) | Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on January 23, 2009 (File No. 0-16772) |
| Certificate of Amendment by Directors to Articles filed with the Ohio Secretary of State on January 28, 2009, evidencing adoption of amendments by the Board of Directors of Peoples Bancorp Inc. to Article FOURTH of Amended Articles of Incorporation to establish express terms of Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value, of Peoples Bancorp Inc. | Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on February 2, 2009 (File No. 0-16772) |
| Certificate of Amendment by the Shareholders to the Amended Articles of Incorporation of People Bancorp Inc. (as filed with the Ohio Secretary of State on July 28, 2021) | Incorporated herein by reference to Exhibit 3.1(g) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 (File No. 0-16772) (“Peoples’ June 30, 2021 Form 10-Q”) |
| Amended Articles of Incorporation of Peoples Bancorp Inc. (This document represents the Amended Articles of Incorporation of Peoples Bancorp Inc. in compiled form incorporating all amendments. The compiled document has not been filed with the Ohio Secretary of State.) | Incorporated herein by reference to Exhibit 3.1(h) to Peoples’ June 30, 2021 Form 10-Q |
| 4.2(a) | Code of Regulations of Peoples Bancorp Inc.P | Incorporated herein by reference to Exhibit 3(b) to Peoples’ Registration Statement on Form 8-B filed on July 20, 1993 (File No. 0-16772) |
| | | | | | | | |
| Certified Resolutions Regarding Adoption of Amendments to Sections 1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10 and 6.02 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 10, 2003 | Incorporated herein by reference to Exhibit 3(c) to Peoples’ March 31, 2003 Form 10-Q |
| Certificate regarding adoption of amendments to Sections 3.01, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08 and 3.11 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 8, 2004 | Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (File No. 0-16772) |
| Certificate regarding adoption of amendments to Sections 2.06, 2.07, 3.01 and 3.04 of Peoples Bancorp Inc.’s Code of Regulations by the shareholders on April 13, 2006 | Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on April 14, 2006 (File No. 0-16772) |
| Certificate regarding adoption of an amendment to Section 2.01 of Peoples Bancorp Inc.’s Code of Regulations by shareholders on April 22, 2010 | Incorporated herein by reference to Exhibit 3.2(e) to Peoples’ Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarterly period ended June 30, 2010 (File No. 0-16772) |
| Certificate regarding Adoption of Amendment to Division (D) of Section 2.02 of Code of Regulations of Peoples Bancorp Inc. by the Shareholders at the Annual Meeting of Shareholders on April 26, 2018 | Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on June 28, 2018 (File No. 0-16772) |
| Code of Regulations of Peoples Bancorp Inc. (This document represents the Code of Regulations of Peoples Bancorp Inc. in compiled form incorporating all amendments.) | Incorporated herein by reference to Exhibit 3.2 to Peoples’ Current Report on Form 8-K dated and filed on June 28, 2018 (File No. 0-16772) |
| Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (Amended and Restated Effective June 26, 2014) | Incorporated herein by reference to Exhibit 10.1(a) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No. 0-16772) |
| Rabbi Trust Agreement, made January 6, 1998, between Peoples Bancorp Inc. and The Peoples Banking and Trust Company (predecessor to Peoples Bank, National Association and now known as Peoples Bank) | Incorporated herein by reference to Exhibit 10.1(c) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 0-16772) |
| Opinion of Vorys, Sater, Seymour and Pease LLP regarding the legality of securities to be offered* | Filed herewith |
| Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1) | Filed as part of Exhibit 5.1 |
| Consent of Ernst & Young LLP | Filed herewith |
| Powers of Attorney | Filed herewith |
| Calculation of Filing Fee Tables | Filed herewith |
P Peoples Bancorp Inc. filed this exhibit with the Securities and Exchange Commission in paper form originally and this exhibit has not been filed with the Securities and Exchange Commission in electronic format. |
| * The common shares, without par value, of Peoples Bancorp Inc. being registered pursuant to this Registration Statement will not be original issuance securities. Accordingly, in accordance with Item 8(a)(1) of Part II of Form S-8, no opinion of counsel as to the legality of such common shares is required or provided hereunder. |
[Page intentionally left blank; signature pages follow.]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marietta, State of Ohio, on the 14th day of December, 2023.
PEOPLES BANCORP INC.
By
Charles W. Sulerzyski, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 14, 2023.
| | | | | | | | |
| Name | | Title |
| /s/ Charles W. Sulerzyski | | President and Chief Executive Officer and Director (Principal |
| Charles W. Sulerzyski | | Executive Officer) |
| | |
| /s/ Katie Bailey | | Executive Vice President, Chief Financial Officer and Treasurer |
| Katie Bailey | | (Principal Financial Officer and Principal Accounting Officer) |
| | |
| /s/ Tara M. Abraham* | | Director |
| Tara M. Abraham | | |
| | |
| /s/ S. Craig Beam* | | Director |
| S. Craig Beam | | |
| | |
| /s/ David F. Dierker* | | Director |
| David F. Dierker | | |
| | |
/s/ W. Glenn Hogan* | | Director |
| W. Glenn Hogan | | |
| | |
| /s/ James S. Huggins* | | Director |
| James S. Huggins | | |
| | |
| /s/ Brooke W. James* | | Director |
| Brooke W. James | | |
| | |
| /s/ Susan D. Rector* | | Chairman of the Board and Director |
| Susan D. Rector | | |
| | |
| /s/ Kevin R. Reeves* | | Director |
| Kevin R. Reeves | | |
| | |
| /s/ Carol A. Schneeberger* | | Director |
| Carol A. Schneeberger | | |
| | |
| | | | | | | | |
/s/ Frances A. Skinner* | | Director |
| Frances A Skinner | | |
| | |
/s/ Dwight E. Smith* | | Director |
| Dwight E. Smith | | |
| | |
| /s/ Michael N. Vittorio* | | Director |
| Michael N. Vittorio | | |
| | |
| *The above-named directors of Peoples Bancorp Inc. sign this Registration Statement on Form S-8 by Charles W. Sulerzyski and Katie Bailey, their attorneys-in-fact, pursuant to Powers of Attorney signed by the above-named directors, which Powers of Attorney are filed with this Registration Statement on Form S-8 as Exhibit 24.1, in the capacities indicated and on the 14th day of December, 2023. |
By: /s/ Charles W. Sulerzyski
Charles W. Sulerzyski, Attorney-in-Fact
By: /s/ Katie Bailey
Katie Bailey, Attorney-in-Fact
Calculation of Filing Fee Tables
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Form Type)
PEOPLES BANCORP INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Aggregate Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common Shares, without par value (“Common Shares”)(1)(2) | Other(3) | 125,000(1)(2) | $30.59(3) | $3,823,750(3) | $147.60 per $1,000,000 | $564.39 |
| Other | Deferred Compensation Obligations(4) | Other(5) | $3,375,000(4) | 100% | $3,375,000(5) | $147.60 per $1,000,000 | $498.15 |
| Total Offering Amounts | | $7,198,750 | | $1,062.54 |
| Total Fee Offsets | | | | ̶ |
| Net Fee Due | | | | $1,062.54 |
(1) Represents 125,000 Common Shares available for distribution under the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Directors Deferred Compensation Plan”). The Common Shares being registered under the Directors Deferred Compensation Plan represent Common Shares purchased on the open market for subsequent distribution under the terms of the Directors Deferred Compensation Plan.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “1933 Act”), this Registration Statement also includes additional Common Shares that may become distributable under the Directors Deferred Compensation Plan as a result of any stock dividend, stock split, recapitalization or similar transaction affecting the Common Shares.
(3) Estimated solely for purposes of calculating the registration fee. The registration fee has been calculated in accordance with Rule 457(c) and Rule 457(h) under the 1933 Act, based on a price of $30.59 per Common Share, which is the average of the high and low price per Common Share as reported on The Nasdaq Stock Market on December 12, 2023, within five business days prior to the date of filing.
(4) The Deferred Compensation Obligations under the Directors Deferred Compensation Plan are unsecured obligations of Peoples Bancorp Inc. and of subsidiaries of Peoples Bancorp Inc. to pay deferred compensation in the future in accordance with the terms of the Directors Deferred Compensation Plan.
(5) Estimated solely for purposes of calculating the registration fee. The registration fee has been calculated in accordance with Rule 457(h) under the 1933 Act, based upon an estimate of the amount of compensation participants may defer under the Directors Deferred Compensation Plan.
| | | | | |
| Exhibit 5.1 |
| 52 East Gay Street P.O. Box 1008 Columbus, Ohio 43216-1008
614.464.6400 | vorys.com
Founded 1909 |
Elizabeth Turrell Farrar
Direct Dial (614) 464-5607
Direct Fax (614) 464-5607
Email etfarrar@vorys.com
December 14, 2023
Peoples Bancorp Inc.
138 Putnam Street
P.O. Box 738
Marietta, OH 45750-0738
| | | | | |
| |
| Re: | Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries |
Ladies and Gentlemen:
We have acted as counsel to Peoples Bancorp Inc., an Ohio corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) on the date hereof under the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder (the “Rules and Regulations”), for the purpose of registering $3,375,000 of deferred compensation obligations (the “Deferred Compensation Obligations”), which represent general unsecured obligations of the Company and of “Affiliates” of the Company (as defined in the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Directors Deferred Compensation Plan”)), under the Directors Deferred Compensation Plan. Each participant in the Directors Deferred Compensation Plan is permitted to allocate such participant’s Deferred Compensation Obligations within such participant’s bookkeeping account under the Directors Deferred Compensation Plan between two subaccounts: (i) a cash account (a “Cash Account”) and (ii) a stock account (a “Stock Account”). Deferrals with respect to compensation in the form of common shares, without par value, of the Company (“Common Shares”) are automatically allocated to the Stock Account in the whole number of Common Shares deferred. The only right a participant in the Directors Deferred Compensation Plan has with respect to such participant’s Cash Account and/or Stock Account is to receive distributions upon termination of service as a director. Distributions in respect of Deferred Compensation Obligations which are treated as allocated to the Stock Account will be made in Common Shares and distributions in respect of Deferred Compensation Obligations which are treated as allocated to the Cash Account will be made in cash.
In addition to the $3,375,000 of Deferred Compensation Obligations being registered pursuant to the Registration Statement, 125,000 Common Shares are being registered pursuant to
| | |
| Ohio | Washington, D.C. | Texas | Pennsylvania | California | London | Berlin |
the Registration Statement and represent the maximum number of Common Shares that are expected to be distributed in respect of the Deferred Compensation Obligations treated as allocated to the Stock Accounts of participants within their respective bookkeeping accounts and to be distributed in the form of whole Common Shares. The Registration Statement also covers an indeterminate number of additional Common Shares that may become distributable under the Directors Deferred Compensation Plan as a result of any stock split, stock dividend, recapitalization or similar transaction affecting the Common Shares.
The Common Shares being registered pursuant to the Registration Statement will not be original issuance securities. Accordingly, in accordance with Item 8(a)(1) of Part II of Form S-8, no opinion as to the legality of such Common Shares is required or provided herein.
In connection with rendering this opinion, we have examined, to the extent deemed necessary, originals or copies, the authenticity of which has been established to our satisfaction, of: (a) the Registration Statement; (b) the Directors Deferred Compensation Plan; (c) the Company’s Amended Articles of Incorporation, as currently in effect (the “Articles”); (d) the Company’s Code of Regulations, as currently in effect (the “Regulations”); and (e) certain corporate records of the Company, including resolutions adopted by the Board of Directors of the Company (and committees thereof). We have also relied upon such oral or written statements and representations of the officers of the Company and examined such certificates of public officials and authorities of law as we have deemed relevant for the purposes of the opinion expressed herein.
In our examination of the aforesaid records, documents and certificates, we have assumed, without independent investigation, the authenticity of all records, documents and certificates examined by us, the correctness of the information contained in all records, documents and certificates examined by us, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents and certificates, the authority of all individuals entering and maintaining records, and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents or certificates.
We have relied solely upon the examinations and inquiries recited herein, and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn.
Based upon and subject to the foregoing and subject to the qualifications and limitations set forth herein, as of the date hereof, we advise you that, in our opinion, as and when established in accordance with the terms of the Directors Deferred Compensation Plan, the Deferred Compensation Obligations will be valid and binding obligations of the Company and of the Affiliates of the Company whose directors are participants in the Directors Deferred Compensation Plan, enforceable against the Company and such Affiliates, respectively, in accordance with the terms of the Directors Deferred Compensation Plan. Our opinion is subject to the limitations, if any, of Title 11 of the United States Code, as amended, and of applicable insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by principles of equity.
Members of our firm are admitted to the Bar in the State of Ohio and we express no opinion as to the laws of any jurisdiction other than the laws of the State of Ohio, including the applicable provisions of the Ohio Constitution and the reported judicial decisions interpreting those laws, and the federal laws of the United States of America.
This opinion is based upon the laws and legal interpretations in effect, and the facts and circumstances existing, on the date hereof, and we assume no obligation to revise or supplement this opinion should any such law or legal interpretation be changed by legislative action, judicial interpretation or otherwise or should there be any change in such facts or circumstances.
This opinion is furnished by us solely for the benefit of the Company in connection with the offering of the Deferred Compensation Obligations and the Common Shares covered by the Registration Statement pursuant to the Directors Deferred Compensation Plan and the filing of the Registration Statement and any amendments thereto.
Notwithstanding the foregoing, we consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and to the reference to us therein. By giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the Rules and Regulations.
Except in connection with the Registration Statement as aforesaid, no portion of this opinion may be quoted or otherwise used by any person without our prior written consent.
Sincerely,
Vorys, Sater, Seymour and Pease LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries of our reports dated February 27, 2023, with respect to the consolidated financial statements of Peoples Bancorp Inc. and the effectiveness of internal control over financial reporting of Peoples Bancorp Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Charleston, West Virginia
December 14, 2023
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of additional common shares for offering and sale or delivery pursuant to the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (formerly known as the Peoples Bancorp Inc. Second Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries and Peoples Bancorp Inc. Deferred Compensation Plan
for Directors of Peoples Bancorp Inc. and Subsidiaries), whose signature appears below hereby constitutes and appoints Charles W. Sulerzyski and Kathryn M. Bailey, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with the power to act without the other and with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign such Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto each said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all things that each said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney in the capacities and on the date indicated.
| | | | | | | | | | | |
| Name | | Title | Date |
| /s/ Charles W. Sulerzyski | | | |
| Charles W. Sulerzyski | | President and Chief Executive Officer and Director (Principal Executive Officer) | October 26, 2023 |
| /s/ Kathryn M. Bailey | | | |
| Kathryn M. Bailey | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | October 26, 2023 |
| /s/ Tara M. Abraham | | | |
| Tara M. Abraham | | Director | December 5, 2023 |
| | | |
| /s/ S. Craig Beam | | | |
| S. Craig Beam | | Director | October 26, 2023 |
| | | |
| /s/ David F. Dierker | | | |
| David F. Dierker | | Director | October 26, 2023 |
| | | |
| /s/ W. Glenn Hogan | | | |
| W. Glenn Hogan | | Director | October 26, 2023 |
| | | |
| /s/ James S. Huggins | | | |
| James S. Huggins | | Director | October 26, 2023 |
| | | |
| /s/ Brooke W. James | | | |
| Brooke W. James | | Director | October 26, 2023 |
| | | |
| /s/ Susan D. Rector | | | |
| Susan D. Rector | | Chairman of the Board and Director | October 26, 2023 |
| | | |
| /s/ Kevin R. Reeves | | | |
| Kevin R. Reeves | | Director | October 26, 2023 |
| | | |
| /s/ Carol A. Schneeberger | | | |
| Carol A. Schneeberger | | Director | October 26, 2023 |
| | | |
| /s/ Frances A. Skinner | | | |
| Frances A. Skinner | | Director | October 26, 2023 |
| | | |
| /s/ Dwight E. Smith | | | |
Dwight E. Smith | | Director | October 26, 2023 |
| | | |
| /s/ Michael N. Vittorio | | | |
| Michael N. Vittorio | | Director | October 26, 2023 |
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