form8k.htm
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): August 10, 2007 (August 9,
2007)
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PEOPLES
BANCORP INC.
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(Exact
name of Registrant as specified in its charter)
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Ohio
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0-16772
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31-0987416
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(State
or other jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
incorporation)
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Number)
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Identification
Number)
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138
Putnam Street, PO Box 738
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Marietta,
Ohio
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45750-0738
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(740)
373-3155
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Not
applicable
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(Former
name or former address, if changed since last report)
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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:
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o
Written communications pursuant to Rule 425 under the Securities
Act (17
CFR 230.425)
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o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Index
to
Exhibits on Page 5
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment ofCertain Officers; Compensatory Arrangements of
Certain Officers.
On
August
10, 2007, Peoples Bancorp Inc. (“Peoples”) issued a news release (the “August
10, 2007 Release”) announcing that effective September 4, 2007, Larry E. Holdren
will assume the role of Executive Vice President, Business and Corporate
Development of Peoples and its banking subsidiary Peoples Bank, National
Association (“Peoples Bank”) and no longer serve as an executive officer of
Peoples and Peoples Bank. A copy of the August 10, 2007 Release is
included with this Current Report on Form 8-K as Exhibit 99.1.
In
his
new role, which was approved by the Boards of Directors of Peoples and Peoples
Bank on August 9, 2007, Mr. Holdren will be responsible for investigating
opportunities for corporate growth and banking center expansion, as well
as
client development and retention. In addition to serving as an
Executive Vice President of Peoples, Mr. Holdren currently serves as President
of the Retail and Banking Division of Peoples Bank. Effective
September 4, 2007, Mr. Holdren will no longer serve as President of the Retail
and Banking Division of Peoples Bank.
Item
8.01. Other Events.
In
the
August 10, 2007 Release, Peoples also announced that on August 9, 2007, the
Boards of Directors of Peoples and Peoples Bank had approved the hiring of
Deborah K. Hill in the newly-created position of Executive Vice President,
Consumer and Business Financial Services of each of Peoples and Peoples
Bank. Ms. Hill will join Peoples and Peoples Bank effective
September 4, 2007 and will be an executive officer of
Peoples. In addition to overseeing the management of Peoples Bank’s
banking centers, Ms. Hill will have responsibility for overseeing deposit
offerings, delivery of mortgage banking products and the customer call
center/Internet banking client support group. She will also have an
integral role in Customer Relationship Management (CRM) systems and processes,
including customer segmentation, relationship pricing, and strategies to grow
revenues across the organization’s banking, investment and insurance
operations.
Ms.
Hill,
who is 43, most recently served as Senior Vice President and Regional Manager
of
U.S. Bank’s Wisconsin/Chicago region from 1994 to August 2007.
On
August
9, 2007, the Board of Directors of Peoples authorized the execution on behalf
of
Peoples, on or after September 4, 2007, of a change in control agreement with
Ms. Hill, which will be effective as of September 4, 2007 when Ms. Hill becomes
an executive officer of Peoples. The terms of Ms. Hill’s change in
control agreement will be the same as those in the change in control agreements
which Peoples has entered into with Carol A. Schneeberger and David T. Wesel,
the forms of which were filed as Exhibits 10(e) and 10(f), respectively, to
Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2006. Peoples will enter into the change in control agreement with
Ms. Hill in order to provide further motivation to act in the best interests
of
the shareholders of Peoples and to remain competitive in Peoples’ executive
compensation package.
The
change in control agreement will provide that, if Ms. Hill is terminated by
Peoples or its successors for any reason other than cause or by Ms. Hill for
good reason, within six months prior to or within 24 months after a defined
change in control, Peoples will provide the following benefits: (i) a
lump
sum
cash payment of two times the amount of Ms. Hill’s base annual compensation,
payable within 30 days following the termination date and (ii) continuing
participation in life, medical and dental insurance for a period of one year
substantially in the form and expense to Ms. Hill as that received prior to
the
termination date. Ms. Hill’s base annual compensation for purposes of
her change in control agreement will be the average annualized compensation
paid
by Peoples which was includible in Ms. Hill’s gross income prior to any deferred
arrangements during the most recent five taxable years ending before the date
of
the change in control.
If
Ms.
Hill receives a change in control benefit as previously described, she will
be
subject to a non-compete agreement for a period of one year, under which she
is
not permitted to engage in the business of banking, or any other business in
which Peoples directly or indirectly engages during the term of Ms. Hill’s
agreement in the geographic market of Peoples on the termination
date.
Item
9.01. Financial Statements and Exhibits.
(a) - (c) Not
applicable.
(d) Exhibits:
Exhibit
No. Description
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99.1
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News
Release issued by Peoples Bancorp Inc. on August 10,
2007
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SIGNATURE
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.
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PEOPLES
BANCORP INC.
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Date:
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August
10, 2007
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By:
/s/
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MARK
F. BRADLEY
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Mark
F. Bradley
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President
and Chief Executive Officer
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Peoples
Bancorp Inc.
Current
Report on Form 8-K
Dated
August 10, 2007
INDEX
TO EXHIBITS
Exhibit
No. Description
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99.1
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News
Release issued by Peoples Bancorp Inc. on August 10,
2007
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