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): November 26,
2008
 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
No.)
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138
Putnam Street, PO Box 738
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Marietta,
Ohio
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45750
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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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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[x]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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1
Item 8.01 – Other
Events
On
November 25, 2008, the Board of Directors of Peoples Bancorp Inc. (“Peoples”)
approved changing the date of a Special Meeting of Shareholders (the “Special
Meeting”) to January 22, 2009, with the close of business on December 10, 2008
as the record date for determining shareholders entitled to vote at the Special
Meeting. The date of the Special Meeting had been set previously as
December 22, 2008, with the close of business on November 10, 2008 as the record
date for determining shareholders entitled to vote at the Special Meeting, as
indicated on the preliminary Proxy Statement and related materials
(collectively, the “Proxy Materials”) filed with the Securities and Exchange
Commission (the “SEC”) on November 13, 2008.
The Board
of Directors previously had determined that it is in the best interests of
Peoples and its shareholders to call the Special Meeting for the purpose of
considering and voting on the adoption of a proposed amendment to Peoples’
Amended Articles of Incorporation to authorize Peoples to issue preferred shares
(the “Proposed Amendment”). Adoption of the Proposed Amendment would
permit Peoples to participate in the TARP Capital Purchase Program established
by the United States Department of the Treasury under the Emergency Economic
Stabilization Act of 2008.
At such
time as it is appropriate under applicable laws, rules and regulations,
including those of the SEC and The NASDAQ Stock Market LLC (“NASDAQ”), the stock
exchange on which the common shares of Peoples are listed, Peoples will release
definitive Proxy Materials to shareholders in respect of the Special Meeting at
which the Proposed Amendment will be considered and voted upon and file such
definitive Proxy Materials with the SEC in accordance with the requirements of
SEC Regulation 14A.
Peoples’
shareholders are urged to read the definitive Proxy Materials in respect of the
Special Meeting at which the Proposed Amendment will be considered and voted
upon when they become available because they will contain important information
about the business to be conducted at such
Special
Meeting.
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.
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PEOPLES
BANCORP INC.
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Date: November
26, 2008
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By:/s/
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EDWARD G. SLOANE | |
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Edward
G. Sloane
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Chief
Financial Officer and
Treasurer
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2