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): April 24, 2009 (April 21,
2009)
(Exact
name of registrant as specified in its charter)
Ohio 0-16772 31-0987416
(State or
other
jurisdiction (Commission (
IRS Employer
of
incorporation) File
Number) 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)
(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
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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))
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Item
2.02. Results of
Operations and Financial Condition.
Conference Call to Discuss
Earnings:
On April
21, 2009, management of Peoples Bancorp Inc. (“Peoples”) conducted a facilitated
teleconference call beginning at approximately 11:00 a.m., Eastern Daylight
Savings Time, to discuss results of operations for the quarterly period ended
March 31, 2009. A replay of the conference call audio will be
available on Peoples’ website, www.peoplesbancorp.com, in the “Investor
Relations” section for one year. A copy of the transcript of the
teleconference call is included as Exhibit 99.1 to this Current Report on Form
8-K and incorporated herein by reference.
Annual Meeting of
Shareholders:
On April
23, 2009, Peoples held its 2009 Annual Meeting of Shareholders (the “2009 Annual
Meeting”). During the 2009 Annual Meeting, Peoples’ 2008 results of
operations and financial performance were reviewed. A copy of the
PowerPoint slide presentation that Peoples used at the 2009 Annual Meeting is
included with this Current Report as Exhibit 99.2 and incorporated herein by
reference solely for purposes of this Item 2.02 disclosure. Peoples
has posted the PowerPoint slide presentation on its website,
www.peoplesbancorp.com, in the “Investor Relations” section.
The
information contained in this Item 2.02 disclosure and Exhibits 99.1 and 99.2
included with this Current Report, is being furnished pursuant to Item 2.02 and
shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section, nor shall such information be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, except as otherwise stated
in such filing.
Item
8.01. Other
Events.
On April
23, 2009, Peoples held its 2009 Annual Meeting. At the 2009 Annual
Meeting, Carl L. Baker, Jr., George W. Broughton, Wilford D. Dimit, and Richard
Ferguson were re-elected by the shareholders as directors of Peoples for
three-year terms expiring in 2012.
In
addition, at the 2009 Annual Meeting, the shareholders ratified the appointment
of Ernst & Young LLP as Peoples’ independent registered public accounting
firm for the fiscal year ending December 31, 2009; and the shareholders
approved, in a non-binding advisory vote, Peoples’ executive compensation as
disclosed in Peoples’ proxy statement for the 2009 Annual Meeting.
Certain statements in this Current
Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 included with this
Current Report, which are not historical fact are forward-looking statements
within the meaning of Section 27A of the Securities Act, Section 21E of the
Exchange Act, and the Private Securities Litigation Reform Act of 1995. Words
such as “expects,” “believes,” “plans,” “will,” “would,” “should,” “could” and
similar expressions are intended to identify these forward-looking statements
but are not the exclusive means of identifying such statements. These
forward-looking statements reflect management’s current expectations based on
all information available and its knowledge of Peoples’ business and
operations. Additionally, Peoples’ financial condition, results
of operations, plans, objectives, future performance and business are subject to
risks and uncertainties that may cause actual results to differ
materially. These factors include, but are not limited to:
(1) continued
deterioration in the credit quality of Peoples’ loan portfolio could occur due
to a number of factors, such as adverse changes in economic conditions that
impair the ability of borrowers to repay their loans, the underlying value of
the collateral could prove less valuable than otherwise assumed and assumed cash
flows may be less favorable than expected, which may adversely impact the
provision for loan losses; (2) competitive pressures among financial
institutions or from non-financial institutions, which may increase
significantly; (3) changes in the interest rate environment which may adversely
impact interest margins; (4) changes in prepayment speeds, loan originations and
sale volumes, charge-offs and loan loss provisions, which may be less favorable
than expected and adversely impact the amount of interest income generated; (5)
general economic conditions and weakening in the economy, specifically the real
estate market, either national or in the states in which Peoples and its
subsidiaries do business, which may be less favorable than expected;
(6) political developments, wars or other hostilities which may disrupt or
increase volatility in securities markets or other economic conditions; (7)
legislative or regulatory changes or actions, which may adversely affect the
business of Peoples or its subsidiaries; (8) adverse changes in the conditions
and trends in the financial markets, which may adversely affect the fair value
of securities within Peoples’ investment portfolio; (9) a delayed or
incomplete resolution of regulatory issues that could arise; (10) Peoples’
ability to receive dividends from its subsidiaries; (11) the impact of
larger or smaller financial institutions encountering problems, which may
adversely affect the banking industry and/or Peoples; (12) changes in
accounting standards, policies, estimates or procedures, which may impact
Peoples’ reported financial condition or results of operations;
(13) Peoples’ ability to maintain required capital levels and adequate
sources of funding and liquidity; (14) the impact of reputational risk
created by the developments discussed above on such matters as business
generation and retention, funding and liquidity; (15) the costs and effects of
regulatory and legal developments, including the outcome of regulatory or other
governmental inquiries and legal proceedings and results of regulatory
examinations; and (16) other risk factors relating to the banking industry or
Peoples as detailed from time to time in Peoples’ reports filed with the
Securities and Exchange Commission. All forward-looking statements
speak only as of the execution date of this Current Report on Form 8-K and are
expressly qualified in their entirety by the cautionary statements. Although
management believes the expectations in these forward-looking statements are
based on reasonable assumptions within the bounds of management’s knowledge of
Peoples’ business and operations, it is possible that actual results may differ
materially from these projections. Additionally, Peoples undertakes no
obligation to update these forward-looking statements to reflect events or
circumstances after the date of this Current Report on Form 8-K or to reflect
the occurrence of unanticipated events except as may be required by applicable
legal requirements.
Item
9.01. Financial
Statements and Exhibits.
(a) -
(c) Not
applicable
(d) Exhibits:
Exhibit
No. Description
99.1
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Transcript
of teleconference call conducted by management of Peoples Bancorp Inc. on
April 21, 2009
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99.2
PowerPoint slide presentation used by Peoples Bancorp Inc. at the 2009
Annual
Meeting of Shareholders held on April 23, 2009
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.
Date: April
24,
2009 By:
/s/ EDWARD G.
SLOANE
Edward G. Sloane
Executive
Vice President,
Chief Financial Officer and
Treasurer
INDEX
TO EXHIBITS
Exhibit
No. Description
99.1
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Transcript
of teleconference call conducted by management of Peoples Bancorp Inc. on
April 21, 2009
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99.2
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PowerPoint
slide presentation used by Peoples Bancorp Inc. at the 2009 Annual Meeting
of Shareholders held on April 23,
2009
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