8-K


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 29, 2016 (April 26, 2016)

 
PEOPLES BANCORP INC.
 
 
(Exact name of Registrant as specified in its charter)
 

Ohio
 
0-16772
 
31-0987416
(State or other jurisdiction
 
(Commission File
 
(I.R.S. Employer
of incorporation)
 
Number)
 
Identification Number)

 
138 Putnam Street, PO 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 2.02     Results of Operations and Financial Condition

On April 26, 2016, management of Peoples Bancorp Inc. (“Peoples”) conducted a facilitated conference call at approximately 11:00 a.m., Eastern Daylight Saving Time, to discuss results of operations for the quarterly period ended March 31, 2016. 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 conference call is included as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02 and Exhibit 99.1 included with this Current Report on Form 8-K, 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 in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

During the conference call, management referred to non-Generally Accepted Accounting Principles ("GAAP") financial measures that are used by management to provide information useful to investors in understanding Peoples' operating performance and trends, and to facilitate comparisons with the performance of Peoples' peers. The following tables show the differences between the non-GAAP financial measures referred to during the conference call and the most directly comparable GAAP-based financial measures.

NON-GAAP FINANCIAL MEASURES
 
Three Months Ended
 
March 31,
 
December 31,
 
March 31,
(in $000’s)
2016
 
2015
 
2015
 
 
 
 
 
 
Core non-interest expenses:
 
 
 
 
 
Total non-interest expense
$
26,282

 
$
27,277

 
$
32,914

Less: acquisition-related costs

 
838

 
9,044

Less: pension settlement charges

 
5

 
269

Less: other non-core charges

 
407

 

Core non-interest expenses
$
26,282

 
$
26,027

 
$
23,601







 
Three Months Ended
 
March 31,
 
December 31,
 
March 31,
(in $000’s)
2016
 
2015
 
2015
 
 
 
 
 
 
Efficiency ratio:
 
 
 
 
 
Total non-interest expense
26,282

 
27,277

 
32,914

Less: Amortization of intangible assets
1,008

 
1,133

 
673

Adjusted non-interest expense
25,274


26,144


32,241

 
 
 
 
 
 
Total non-interest income
13,054

 
12,101

 
11,508

 
 
 
 
 
 
Net interest income
25,767

 
25,864

 
21,419

Add: Fully tax-equivalent adjustment
$
508

 
$
515

 
$
409

Net interest income on a fully taxable-equivalent basis
$
26,275

 
$
26,379

 
$
21,828

 
 
 
 
 
 
Adjusted revenue
$
39,329

 
$
38,480

 
$
33,336

 
 
 
 
 
 
Efficiency ratio
64.26
%
 
67.94
%
 
96.72
%
 
 
 
 
 
 
Efficiency ratio adjusted for non-core charges:
 
 
 
 
Core non-interest expenses
$
26,282

 
$
26,027

 
$
23,601

Less: Amortization of intangible assets
1,008

 
1,133

 
673

Adjusted non-interest expense
25,274

 
24,894

 
22,928

 
 
 
 
 
 
Adjusted revenue
$
39,329

 
$
38,480

 
$
33,336

 
 
 
 
 
 
Efficiency ratio adjusted for non-core charges
64.26
%
 
64.69
%
 
68.78
%


 
At or For the Three Months Ended
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
(in $000’s)
2016
 
2015
 
2015
 
2015
 
2015
 
 
 
 
 
 
 
 
 
 
Tangible Equity:
 
 
 
 
 
 
 
 
 
Total stockholders' equity, as reported
$
428,486

 
$
419,789

 
$
424,760

 
$
418,164

 
$
419,218

Less: goodwill and other intangible assets
148,997

 
149,617

 
151,339

 
151,169

 
152,291

Tangible equity
$
279,489

 
$
270,172

 
$
273,421

 
$
266,995

 
$
266,927

 
 
 
 
 
 
 
 
 
 
Tangible Assets:
 
 
 
 
 
 
 
 
 
Total assets, as reported
$
3,294,929

 
$
3,258,970

 
$
3,228,830

 
$
3,210,425

 
$
3,253,835

Less: goodwill and other intangible assets
148,997

 
149,617

 
151,339

 
151,169

 
152,291

Tangible assets
$
3,145,932

 
$
3,109,353

 
$
3,077,491

 
$
3,059,256

 
$
3,101,544

 
 
 
 
 
 
 
 
 
 
Tangible Book Value per Common Share:
 
 
 
 
 
 
 
 
 
Tangible equity
$
279,489

 
$
270,172

 
$
273,421

 
$
266,995

 
$
266,927

Common shares outstanding
18,157,932

 
18,404,864

 
18,400,809

 
18,391,575

 
18,374,256

 
 
 
 
 
 
 
 
 
 
Tangible book value per common share
$
15.39

 
$
14.68

 
$
14.86

 
$
14.52

 
$
14.53

 
 
 
 
 
 
 
 
 
 
Tangible Equity to Tangible Assets Ratio:
 
 
 
 
Tangible equity
$
279,489

 
$
270,172

 
$
273,421

 
$
266,995

 
$
266,927

Tangible assets
$
3,145,932

 
$
3,109,353

 
$
3,077,491

 
$
3,059,256

 
$
3,101,544

 
 
 
 
 
 
 
 
 
 
Tangible equity to tangible assets
8.88
%
 
8.69
%
 
8.88
%
 
8.73
%
 
8.61
%

 







Item 5.07     Submission of Matters to a Vote of Security Holders

On April 28, 2016, Peoples Bancorp Inc. (“Peoples”) held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”) at the Lafayette Hotel in Marietta, Ohio, with 14,951,827 (82.24%) of the 18,181,712 common shares outstanding and entitled to vote on the March 1, 2016 record date represented in person or by proxy.

Five Directors of Peoples were elected to serve terms of three years each (expiring in 2019): S. Craig Beam, David F. Dierker, David L. Mead, Susan D. Rector and Thomas J. Wolf. Other Directors of Peoples who continue to serve after the Annual Meeting include Tara M. Abraham, Carl L. Baker, Jr., George W. Broughton, Richard Ferguson, James S. Huggins, Brooke W. James, Charles W. Sulerzyski and Dr. Brenda F. Jones.

The following is a summary of the voting results:
Nominee
For
Withheld
Abstentions
Broker Non-Votes
S. Craig Beam
11,839,115

 
239,264

 
not applicable
2,873,448

 
David F. Dierker
11,844,716

 
233,663

 
not applicable
2,873,448

 
David L. Mead
11,837,600

 
240,779

 
not applicable
2,873,448

 
Susan D. Rector
11,857,614

 
220,765

 
not applicable
2,873,448

 
Thomas J. Wolf
11,829,865

 
248,514

 
not applicable
2,873,448

 
Also at the Annual Meeting, Peoples' shareholders: (1) approved, in a non-binding advisory vote, the compensation of Peoples' named executive officers as disclosed in Peoples' proxy statement for the Annual Meeting; and (2) ratified the appointment of Ernst & Young LLP as Peoples' independent registered public accounting firm for the fiscal year ending December 31, 2016. The following is a summary of the voting results:
Proposal
For
Against
Abstentions
Broker Non-Votes
Non-binding advisory vote on executive compensation
11,607,153

 
360,394

 
110,831

 
2,873,448

 

Proposal
For
Against
Abstentions
Broker Non-Votes
Ratification of the appointment of independent registered public accounting firm
14,774,705

 
164,456

 
12,666

 

 

Item 8.01     Other Events

On April 28, 2016, Peoples issued a news release announcing that the Board of Directors declared a quarterly dividend of $0.16 per common share. A copy of the news release is included as Exhibit 99.2 to this Current Report on Form 8-K.






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.
                    

 
 
 
PEOPLES BANCORP INC.
 
 
 
 
 
 
Date:
April 29, 2016
By:/s/
CHARLES W. SULERZYSKI
 
 
 
 
Charles W. Sulerzyski
 
 
 
 
 
 
 
 
 
President,
Chief Executive Officer and Director
 

Exhibit Number
 
Description
 
99.1
 
Transcript of conference call conducted by management of Peoples Bancorp Inc. on April 26, 2016 to discuss results of operations for the quarterly period ended March 31, 2016
 
99.2
 
News Release issued by Peoples Bancorp Inc. on April 28, 2016