Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: April 30, 2024

(Exact name of Registrant as specified in its charter)
(State or other jurisdiction(Commission File(I.R.S. Employer
of incorporation)Number)Identification Number)
138 Putnam Street, PO Box 738
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common shares, without par valuePEBOThe Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07     Submission of Matters to a Vote of Security Holders
On April 25, 2024, Peoples Bancorp Inc. (“Peoples”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) with 26,794,233 (75%) of the 35,493,152 common shares outstanding and entitled to vote on the February 26, 2024 record date represented in person or by proxy.
Eleven directors of Peoples were elected to serve terms of one year each: S. Craig Beam, David F. Dierker, W. Glenn Hogan, Brooke W. James, Susan D. Rector, Kevin R. Reeves, Carol A. Schneeberger, Frances A. Skinner, Dwight E. Smith, Michael N. Vittorio, and Tyler J. Wilcox.

The following is a summary of the voting results:
       Nominee      ForWithheldAbstentions   Broker Non-Votes
S. Craig Beam21,087,853265,847not applicable5,440,533
David F. Dierker20,721,455632,245not applicable5,440,533
W. Glenn Hogan21,084,796268,904not applicable5,440,533
Brooke W. James20,683,752669,948not applicable5,440,533
Susan D. Rector20,532,967820,733not applicable5,440,533
Kevin R. Reeves20,647,905705,795not applicable5,440,533
Carol A. Schneeberger13,008,6948,345,005not applicable5,440,533
Francis A. Skinner21,032,635321,065not applicable5,440,533
Dwight E. Smith20,711,204642,496not applicable5,440,533
Michael N. Vittorio21,038,899314,801not applicable5,440,533
Tyler J. Wilcox21,168,736184,964not applicable5,440,533

    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) advised, in a non-binding advisory vote, that the frequency of shareholder votes on the compensation of Peoples’ named executive officers should occur every year, and (3) ratified the appointment of Ernst & Young LLP as Peoples’ independent registered public accounting firm for the fiscal year ending December 31, 2024. The following is a summary of the voting results:

 ProposalForAgainstAbstention  Broker Non-Votes
Non-binding advisory vote on executive compensation20,623,659454,666275,3745,440,533
ProposalEvery 1 yearEvery 2 yearsEvery 3 yearsAbstentionsBroker Non-Votes
Non-binding advisory vote on frequency of shareholder votes on executive compensation18,396,197 195,391 2,589,572 172,540 5,440,533 
ProposalForAgainstAbstentionsBroker Non-Votes
Ratification of the appointment of independent registered public accounting firm26,132,126509,160152,947


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.

Date:April 30, 2024By:/s/KATIE BAILEY
Katie Bailey
Executive Vice President,
Chief Financial Officer and Treasurer