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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 25, 2023


			PEOPLES BANCORP INC.
			(Exact name of Registrant as specified in its charter)

Ohio

000-16772

31-0987416

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation)

Number)

Identification Number)

138 Putnam Street, PO Box 738

Marietta,

Ohio

45750-0738

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(740)

373-3155


			Not applicable
			(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			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
Common shares, without par value	PEBO	The Nasdaq Stock Market

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

On May 24, 2023, following the unanimous recommendation of the Governance and Nominating Committee, the Board of Directors of Peoples Bancorp Inc. (“Peoples”) elected W. Glenn Hogan as a director of Peoples. Mr. Hogan will serve as a director of Peoples for an initial term ending at Peoples’ 2024 Annual Meeting of Shareholders. On May 24, 2023, the Board of Directors of Peoples Bank, the banking subsidiary of Peoples, elected Mr. Hogan as a member of the Peoples Bank Board of Directors.

In his capacity as a non-employee director of each of Peoples and Peoples Bank, Mr. Hogan will receive compensation on the same basis as the other non-employee directors receive for their service on the Peoples and Peoples Bank Boards of Directors and the respective committees of the Peoples and Peoples Bank Boards of Directors. On May 24, 2023, Mr. Hogan was appointed to the Risk Committee of the Board of Directors of Peoples. Any additional appointments of Mr. Hogan to committees will be determined at a later date.

Mr. Hogan formerly served as Chairman of the Board of Directors of Limestone Bancorp, Inc. (“Limestone”) until Limestone was acquired by Peoples on April 30, 2023. Under the terms of the agreement to merge, following consummation of the merger, Mr. Hogan was to join Peoples’ Board of Directors. Mr. Hogan was a member of the Board of Directors of Limestone since 2006.

Mr. Hogan is Chief Executive Officer of Hogan Real Estate, a full service commercial real estate development company founded by Mr. Hogan in 1987 and headquartered in Louisville, Kentucky. He has more than thirty-five years of real estate development experience and has developed millions of square feet of retail space throughout the Midwest and Southeast.

A graduate of Bellarmine University in Louisville, Kentucky, Mr. Hogan is a Certified Commercial Investment Member (“CCIM”) and past president of the Kentucky State CCIM Chapter. He is also a past member of the Board of Trustees of Bellarmine University.

Peoples has determined that neither Mr. Hogan nor any of his immediate family members has had (or proposes to have) a direct or indirect interest in any transaction in which Peoples or any of Peoples’ subsidiaries was (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K. Peoples has also determined that Mr. Hogan qualifies as an “Independent Director” as defined in Rule 5605(a)(2) of The Nasdaq Stock Market’s Corporate Governance Requirements.

A copy of the press release announcing Mr. Hogan’s election to the Peoples Board of Directors is included as Exhibit 99 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

a) - c)

Not applicable

d) Exhibits

See Index to Exhibits below.

INDEX TO EXHIBITS


Exhibit Number						Description
99						News Release issued by Peoples Bancorp Inc. on May 25, 2023

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:

May 25, 2023

By:/s/

KATIE BAILEY

Katie Bailey

Executive Vice President,
Chief Financial Officer and Treasurer

EX-99 2 exhibit99announceglennhoga.htm EX-99 Document


P.O. BOX 738 - MARIETTA, OHIO - 45750	NEWS RELEASE
www.peoplesbancorp.com

FOR IMMEDIATE RELEASE	Contact:	Chuck Sulerzyski
May 25, 2023		President and CEO
		(740) 374-6163

PEOPLES BANCORP INC. ELECTS NEW DIRECTOR

_____________________________________________________________________

MARIETTA, Ohio - Peoples Bancorp Inc. ("Peoples") (Nasdaq: PEBO) today announced that W. Glenn Hogan has been elected to the Peoples Board of Directors. He also joined the Board of Directors of Peoples’ banking subsidiary, Peoples Bank. Mr. Hogan, 61, formerly served as Chairman of the Board of Directors of Limestone Bancorp, Inc. (“Limestone”) until Limestone was acquired by Peoples on April 30, 2023. He was a member of the Board of Directors of Limestone since 2006.

“We are pleased to welcome Glenn to our board,” said Susan Rector, Peoples’ Chairman. “We appreciate his willingness to serve and look forward to benefiting from his insights.”

Chuck Sulerzyski, President and Chief Executive Officer for Peoples, said that he too is pleased with Mr. Hogan’s election. “His extensive experience in commercial real estate development and his in-depth knowledge of the Louisville and other Kentucky markets served by Peoples will be of tremendous value. I’m delighted to have him join us.”

On May 1, Peoples announced that it completed its acquisition of Limestone and its wholly-owned subsidiary, Limestone Bank. Peoples and Limestone had first announced that they had entered into an agreement to merge on October 25, 2022. Under the terms of the agreement to merge, following consummation of the merger, Mr. Hogan was to join Peoples’ Board of Directors.

Peoples Bancorp Inc. ("Peoples", Nasdaq: PEBO) is a diversified financial services holding company that makes available a complete line of banking, trust and investment, insurance, premium financing and equipment leasing solutions through its subsidiaries. Peoples has been headquartered in Marietta, Ohio since 1902. Peoples had $7.3 billion in total assets as of March 31, 2023, and 130 locations, including 113 full-service bank branches in Ohio, West Virginia, Kentucky, Virginia, Washington D.C. and Maryland. Peoples’ vision is to be the Best Community Bank in America.

Peoples is a member of the Russell 3000 index of U.S. publicly-traded companies. Peoples offers services through Peoples Bank (which includes the divisions of Limestone Bank, Peoples Investment Services, Peoples Premium Finance and North Star Leasing) and Peoples Insurance Agency, LLC.

END OF RELEASE