form8-k.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): January 29, 2010 (January
28, 2010)
PEOPLES
BANCORP
INC.
(Exact
name of registrant as specified in its charter)
|
Ohio
|
|
0-16772
|
|
31-0987416
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
138
Putnam Street, P.O. 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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
8.01. Other
Events.
Approval
of Hiring of Richard W. Stafford
On
January 28, 2010, Peoples Bancorp Inc. ("Peoples") issued a news release (the
"Stafford Hiring Release") announcing that on January 28, 2010, the Boards
of Directors of Peoples and its banking subsidiary Peoples Bank, National
Association ("Peoples Bank") had approved the hiring of Richard W. Stafford in
the position of Executive Vice President, Retail Banking of each of Peoples and
Peoples Bank. Mr. Stafford will join Peoples and Peoples Bank
effective February 8, 2010 and will be an executive officer of
Peoples. In addition to overseeing the management of Peoples Bank's
banking centers, Mr. Stafford will oversee the delivery of consumer loan
and deposit services, customer call center and internet banking
offerings. A copy of the Stafford Hiring Release is included as
Exhibit 99.1 to this Current Report on Form 8-K.
Mr.
Stafford, who is 44, most recently served as Chief Operating Officer and Senior
Vice President of Retail Banking of Citizens First Bancorp, Inc., a bank holding
company headquartered in Port Huron, Michigan,
from January 2005 to January 27, 2010.
On
January 28, 2010, the Board of Directors of Peoples authorized the
execution on behalf of Peoples, on or after February 8, 2010, of a change
in control agreement with Mr. Stafford, which will be effective on
February 8, 2010 when Mr. Stafford becomes an executive officer of
Peoples. The terms of Mr. Stafford's change in control agreement will
be the same as those in the amended and restated change in control agreements
which Peoples has entered into with Carol A. Schneeberger, David T. Wesel,
Joseph S. Yazombek, and Edward
G. Sloane, the forms of which were filed as Exhibits 10.21, 10.22, 10.24,
and
10.34 respectively, to Peoples' Annual Report on Form 10-K for the fiscal
year ended December 31, 2008 and for Daniel K. McGill the form of which was
filed as Exhibit 10.1 on Form 10-Q for the quarter ended September 30,
2009.
The
change in control agreement will provide that, if Mr. Stafford is terminated by
Peoples or its successors for any reason other than cause (as defined in the
change in control agreement) or by Mr. Stafford for good reason (as defined in
the change in control agreement), within six months prior to or within 24 months
after a defined change in control occurs, Peoples will provide the following
benefits: (i) a lump sum cash payment of two times the amount of Mr.
Stafford's base annual compensation, payable within 30 days following Mr.
Stafford’s termination date with such payment delayed until the first business
day of the seventh month following the termination date if Mr. Stafford is a
"specified employee" for purposes of Section 409A of the Internal Revenue Code
and (ii) continuing participation in life, medical and dental insurance for a
period of 12 months substantially in the form and expense to Mr. Stafford as
that received prior to the termination date. Mr. Stafford's base
annual compensation for purposes of his change in control agreement will be the
average annualized compensation paid by Peoples which was includible in Mr.
Stafford'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 Mr.
Stafford were to receive a change in control benefit as previously described, he
will be subject to a non-compete agreement for a period of 12 months, under
which he 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 Mr.
Stafford's agreement in the geographic market of Peoples on the termination
date.
Mr.
Stafford's right to receive payments under his change in control agreement will
be subject to the limitations on such payments set forth in the standards for
executive compensation implemented by the United States Department of the
Treasury for entities, such as Peoples, which are participants in the Capital
Purchase Program established under the Troubled Asset Relief
Program.
Fixing
of Date, Time and Place of 2010 Annual Meeting of Shareholders
On
January 29, 2010, Peoples issued a news release (the "January 29, 2010
Release") announcing that on January 28, 2010, the Board of Directors of
Peoples had taken action to fix the date, time and place of the 2010 Annual
Meeting of Shareholders of Peoples (the "2010 Annual Meeting"). The
2010 Annual Meeting will be held on Thursday, April 22, 2010 at 10:00 A.M.,
Eastern Daylight Savings Time, in the Ball Room of the Holiday Inn, 701 Pike
Street, Marietta, Ohio. A copy of the January 29, 2010 Release
is included as Exhibit 99.2 to this Current Report on Form 8-K.
Modification of Month
During Each Calendar Quarter in Which Decision to be Made as to Declaration of
Cash Dividend in respect of Common Shares
In the
January 29, 2010 Release, Peoples also announced that on January 28,
2010, the Board of Directors of Peoples had determined that, effective with the
first calendar quarter of 2010, the decision as to whether a cash dividend
should be declared in respect of Peoples’ common shares would be made in the
third month of each calendar quarter. Historically, the Board of
Directors of Peoples had declared a cash dividend in respect of Peoples' common
shares, when appropriate, in the second month of each calendar
quarter. A copy of the January 29, 2010 Release is included as
Exhibit 99.2 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and
Exhibits.
(a) Not
Applicable
(b) Not
Applicable
(c) Not
Applicable
(d) Exhibits:
|
Exhibit No.
|
Description
|
|
99.1
|
News
Release issued by Peoples Bancorp Inc. on January 28, 2010 related to
the approval of the hiring of Richard W. Stafford
|
|
99.2
|
News
Release issued by Peoples Bancorp Inc. on January 29, 2010 related to
(i) the fixing of the date, time and place of the 2010 Annual Meeting of
Shareholders and (ii) the modification of the month during each calendar
quarter in which decision to be made as to declaration of cash dividend in
respect of common shares
|
[Remainder
of page intentionally left blank;
Signature
on following page]
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.
|
|
|
|
PEOPLES
BANCORP INC.
|
|
|
|
|
|
|
Dated: January
29, 2010
|
|
By:
/s/
|
EDWARD
G. SLOANE |
|
|
|
|
Edward
G. Sloane
|
| |
|
|
Executive
Vice President |
|
|
|
|
Chief
Financial Officer and
Treasurer
|
INDEX TO
EXHIBITS
|
Exhibit No.
|
Description
|
Location
|
|
99.1
|
News
Release issued by Peoples Bancorp Inc. on January 28, 2010 related to
the approval of the hiring of Richard W. Stafford
|
Filed
herewith
|
|
99.2
|
News
Release issued by Peoples Bancorp Inc. on January 29, 2010 related to
(i) the fixing of the date, time and place of the 2010 Annual Meeting of
Shareholders and (ii) the modification of the month during each calendar
quarter in which decision to be made as to declaration of cash dividend in
respect of common shares
|
Filed
herewith
|