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): May 13, 2008
(May 8, 2008)
PEOPLES
BANCORP
INC.
(Exact
name of registrant as specified in its charter)
Ohio
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0-16772
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31-0987416
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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138
Putnam Street, P.O. Box 738, Marietta,
Ohio 45750
(Address
of principal executive offices) (Zip Code)
(740)
373-3155
(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:
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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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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
APPOINTMENT
OF EDWARD G. SLOANE AS EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
TREASURER; CAROL A. SCHNEEBERGER TO CONTINUE TO SERVE AS EXECUTIVE VICE
PRESIDENT OF OPERATIONS FOLLOWING SUCCESSION
On May 8,
2008, Peoples Bancorp Inc. (“Peoples Bancorp”) issued a news release (the “May
8, 2008 Release”) announcing that on that date, the Boards of Directors of
Peoples Bancorp and its subsidiary Peoples Bank, National Association (“Peoples
Bank”), approved the appointment of Edward G. Sloane to the Executive Vice
President position of Chief Financial Officer and Treasurer of Peoples Bancorp
and Peoples Bank, effective May 21, 2008. A copy of the May 8, 2008
Release is included with this Current Report on Form 8-K as Exhibit
99.1.
Mr.
Sloane, who is 47, will become Peoples Bancorp’s principal financial officer
effective with his first day of employment on May 21, 2008. Since
2006, Mr. Sloane has been Senior Vice President of Strategic Planning and
Analysis for WesBanco, Inc., a West Virginia bank holding company located in
Wheeling, West Virginia. From 1991 to 2006, Mr. Sloane served as
Controller of WesBanco, Inc. He has over 25 years of experience in
the financial services industry in various roles of increasing responsibility in
the accounting, finance, mergers and acquisitions, asset/liability management
and strategic planning areas. Mr. Sloane is also a Certified Public
Accountant.
Mr.
Sloane will succeed Carol A. Schneeberger, who has served as Peoples Bancorp’s
and Peoples Bank’s Chief Financial Officer and Treasurer since April 2007, while
also maintaining her duties as Executive Vice President of
Operations. Following Mr. Sloane’s assumption of his new positions
with Peoples Bancorp and Peoples Bank, Ms. Schneeberger will continue her duties
as Executive President of Operations for each of Peoples Bancorp and Peoples
Bank.
No
arrangement or understanding exists between Mr. Sloane and any other person
pursuant to which Mr. Sloane was selected to be appointed as an executive
officer of Peoples Bancorp and Peoples Bank. Mr. Sloane does not have
any family relationship with any member of Peoples Bancorp’s Board of Directors
or any of Peoples Bancorp’s executive officers.
Neither
Mr. Sloane nor any member of his immediate family has had any transactions with
Peoples Bancorp or any of its subsidiaries since the beginning of Peoples
Bancorp’s 2007 fiscal year which would require disclosure pursuant to Item
404(a) of SEC Regulation S-K. However, Mr. Sloane and members of his
immediate family may enter into banking transactions with Peoples Bank in the
future in the ordinary course of business and in compliance with applicable
federal and state laws.
COMPENSATION
OF EDWARD G. SLOANE
Mr.
Sloane will receive an annual base salary of $196,000. Mr. Sloane
will receive a minimum annual cash incentive of $30,000 to be paid in the first
quarter of 2009 as part of Peoples Bancorp’s fiscal year-end incentive plan
payments. If Peoples Bancorp’s corporate results would provide a
larger payout under the Peoples Bancorp Inc. Incentive Award Plan than $30,000,
Mr. Sloane will be entitled to the larger payout.
Mr.
Sloane will participate in the Peoples Bancorp Inc. Incentive Award Plan under
which he may receive for 2008 performance a maximum cash payout of up to 70% of
his annual base salary. Mr. Sloane’s annual cash incentive for 2008
will be weighted 90% for the attainment of corporate financial goals and the
remaining 10% based on the attainment of specific individual performance
goals. The Incentive Award Plan as well as the corporate cash
incentive financial goals for 2008 are described in Peoples Bancorp’s Proxy
Statement for the 2008 Annual Meeting of Shareholders, filed with the SEC on
March 14, 2008, under the caption “Annual Cash Incentives” beginning on page
20.
Mr.
Sloane will be eligible to participate in a year-end equity-based incentive
program under the Peoples Bancorp Inc. 2006 Equity Plan (the “2006 Plan”) under
which he may earn for 2008 performance up to a maximum economic value of
equity-based awards of 40% of his base salary.
Mr.
Sloane will participate in the Peoples Bancorp Inc. Retirement Plan, a funded,
noncontributory pension plan, and the Peoples Bancorp Inc. Retirement Savings
Plan, a 401(k) plan, on the same basis and subject to the same eligibility
requirements as all other employees. Mr. Sloane will also be eligible
to participate in the employee benefit programs maintained by Peoples Bancorp,
including life, medical and dental plans, on the same terms and subject to the
same eligibility requirements as all other employees.
Mr.
Sloane will be eligible to participate in Peoples Bancorp’s Executive Health
Program for the executive officers and will have the use of a country club
membership. Peoples Bancorp will reimburse Mr. Sloane for his
expenses in relocating to the Marietta, Ohio area and provide him with temporary
housing for a period of 120 days.
GRANT OF
RESTRICTED COMMON SHARES TO EDWARD G. SLOANE
On May 8,
2008, the Board of Directors of Peoples Bancorp approved the grant to Mr. Sloane
of 2,000 restricted common shares (“Restricted Shares”) on June 2, 2008 (the
first business day of the month following his employment date). The
Restricted Shares will be subject to the terms of the 2006 Plan as well as the
terms and conditions prescribed by the Compensation Committee and evidenced in
Mr. Sloane’s award agreement. Generally, the restrictions on Mr.
Sloane’s Restricted Shares will lapse and the Restricted Shares will become
fully vested as to: (a) 1,000 Restricted Shares on December 2, 2008;
and (b) 1,000 Restricted Shares on December 2, 2009. Mr. Sloane will
have the right to vote the common shares underlying the Restricted Shares and
will be entitled to receive dividends paid with respect to the underlying common
shares. For more information about the Restricted Shares to be
granted to Mr. Sloane, please refer to the form of Peoples Bancorp Inc. 2006
Equity Plan Restricted Stock Award Agreement for employees included as Exhibit
10.29 to Peoples Bancorp’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2006, filed on March 9, 2007.
CHANGE IN
CONTROL AGREEMENT WITH EDWARD G. SLOANE
On May 8,
2008, the Board of Directors of Peoples Bancorp authorized the execution on
behalf of Peoples Bancorp, on or after May 21, 2008, of a change in control
agreement with Mr. Sloane, which will be effective as of May 21, 2008, when Mr.
Sloane becomes an executive officer of Peoples Bancorp. The terms of
Mr. Sloane’s change in control agreement will be the same as those in the change
in control agreements which Peoples Bancorp has entered into with (i) Carol A.
Schneeberger, the form of which was filed as Exhibit 10(e) to Peoples Bancorp’s
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006,
filed on August 7, 2006; (ii) Deborah K. Hill and David T. Wesel, the forms of
which were filed as Exhibits 10.1 and 10.2, respectively, to Peoples Bancorp’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007,
filed on November 8, 2007; and (iii) Joseph S. Yazombek, the form of which was
filed as Exhibit 10.25 to Peoples Bancorp’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2007, filed on February 29, 2008. Peoples Bancorp
will enter into the change in control agreement with Mr. Sloane in order to
provide further motivation to act in the best interests of the shareholders of
Peoples Bancorp and to remain competitive in Peoples Bancorp’s executive
compensation package.
The
change in control agreement will provide that, if Mr. Sloane is terminated by
Peoples Bancorp or its successors for any reason other than cause or by Mr.
Sloane for good reason, within six months prior to or within 24 months after a
defined change in control, Peoples Bancorp will provide the following
benefits: (i) a lump sum cash payment of two times the amount of Mr.
Sloane’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 Mr.
Sloane as that received prior to the termination date. Mr. Sloane’s
base annual compensation for purposes of his change in control agreement will be
the average annualized compensation paid by Peoples Bancorp which was includible
in Mr. Sloane’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.
Sloane receives a change in control benefit as previously described, he will be
subject to a non-compete agreement for a period of one year, under which he will
not be permitted to engage in the business of banking, or any other business in
which Peoples Bancorp directly or indirectly engages during the term of Mr.
Sloane’s agreement in the geographic market of Peoples Bancorp on the
termination date.
Item
8.01 Other Events.
On May 9,
2008, Peoples issued a news release announcing the Board of Directors declared
the first quarter cash dividend of $0.23. A copy of the news release
is included as Exhibit 99 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(a) - (c) Not
applicable.
(d) Exhibits:
Exhibit
No.
Description
99.1
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News
Release issued by Peoples Bancorp Inc. on May 8, 2008
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99.2
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News
Release issued by Peoples Bancorp Inc. on May 9,
2008
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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.
PEOPLES BANCORP INC.
Dated: May
13, 2008
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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
May 13, 2008
INDEX
TO EXHIBITS
Exhibit
No.
Description
99.1
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News
Release issued by Peoples Bancorp Inc. on May 8, 2008
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99.2
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News
Release issued by Peoples Bancorp Inc. on May 9,
2008
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