PEOPLES BANCORP INC
For the period ended Feb 23, 2026. Filed Mar 6, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 23, 2026 · Filed Mar 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantþ
Filed by a party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| þ | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Telephone: (740) 374-6136
www.peoplesbancorp.com
Notice of Annual Meeting of Shareholders
| DateThursday,April 23, 2026 | Time10:00 a.m.(Eastern Daylight Saving Time) | PlaceVia Live Webcast atwww.proxydocs.com/pebo | Record DateFebruary 23, 2026 |
|---|
The Annual Meeting of Shareholders (the “Annual Meeting”) of Peoples Bancorp Inc. (“Peoples”) will be held for the following purposes:
| 1. | To elect eleven directors to the Peoples Board of Directors, each to serve for a term of one year expiring at the 2027 Annual Meeting of Shareholders. |
| 2. | To consider and vote upon a proposal to approve a non-binding advisory resolution to approve the compensation of Peoples’ named executive officers as disclosed in the accompanying Proxy Statement for the Annual Meeting. |
| 3. | To consider and vote upon a proposal to ratify the appointment of Ernst & Young LLP as Peoples’ independent registered public accounting firm for the fiscal year ending December 31, 2026. |
| 4. | To transact any other business that properly comes before the Annual Meeting. As of the date of this Proxy Statement, Peoples' Board of Directors is not aware of any other business to come before the Annual Meeting. |
If you were a holder of record of common shares of Peoples at the close of business on February 23, 2026, you will be entitled to vote at the Annual Meeting.
We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain shareholders over the internet. On or about the date of this Notice of Annual Meeting of Shareholders, we began mailing a notice of internet availability of proxy materials (the “Notice of Internet Availability”) to shareholders of record at the close of business on February 23, 2026. The Notice of Internet Availability contains info rmation on how to access the Notice of Annual Meeting of Shareholders, the Proxy Statement (which describes in detail each of the matters to be considered at the Annual Meeting), the form of proxy and Peoples’ 2025 Annual Report to Shareholders over the internet, as well as instructions on how to request a paper copy of the proxy materials. At the same time, we provided shareholders of record with access to our online proxy materials and filed our proxy materials with the SEC. We believe furnishing proxy materials to our shareholders over the internet allows us to provide our shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you have received the Notice of Internet Availability, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such proxy materials contained in the Notice of Internet Availability and summarized on the following page.
It is important that your common shares be represented at the Annual Meeting whether or not you are personally able to participate. Accordingly, after reading the accompanying Proxy Statement, please promptly submit your proxy by telephone, over the internet or by mail as described in the Proxy Statement.
YOUR VOTE IS IMPORTANT
Your common shares may be voted by one of the following methods:
Submitting your proxy over the internet, by telephone or by mail does not deprive you of the right to participate in the Annual Meeting live via the internet and to vote your common shares online in the manner described in the accompanying Proxy Statement.
To obtain instructions as to how to participate in the Annual Meeting virtually, please call Investor Relations at 740-374-6136.
By Order of the Board of Directors,
M. Ryan KirkhamCorporate Secretary March 13, 2026
YOUR VOTE IS IMPORTANT
| Before you vote, access the proxy materials in one of the following ways prior to the Annual Meeting: | |
|---|---|
| To view Online: Visit www.proxydocs.com/pebo 24 hours a day, seven days a week, until the polls close during the Annual Meeting. With your Notice of Internet Availability handy, follow the instructions to log in, and view copies. | |
| To request and receive a PAPER or E-MAIL copy: | |
| You MUST REQUEST a paper or e-mail copy of the proxy materials. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | |
| (1) Over the Internet/Mobile: | www.investorelections.com/pebo |
| (2) By Telephone: | 1-866-870-3684 |
| (3) By E-Mail*: | paper@investorelections.com |
| *If you request proxy materials by e-mail, please send a blank e-mail with “PEBO Materials Request” included in the subject line. The e-mail must include: (i) the 11-digit control # located in the box in the upper right hand corner on the front of your Notice of Internet Availability; (ii) your preference to receive printed proxy materials via mail or to receive an e-mail with links to the electronic proxy materials; (iii) if you choose e-mail delivery, the e-mail address to which the links to the electronic proxy materials is to be sent; and (iv) if you would like this election to apply to the delivery of materials for all future meetings, write the word “Permanent” and include the last 4 digits of your Social Security Number or Tax Identification Number in the e-mail. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 9, 2026 to facilitate timely delivery of the proxy materials. | |
Proxy Statement for the Annual Meeting of Shareholders
To Be Held April 23, 2026
| General Information | 1 | |
|---|---|---|
| Mailing | 1 | |
| Shareholder Proposals for 2027 Annual Meeting | 1 | |
| Voting Information | 2 | |
| Who can vote at the Annual Meeting? | 2 | |
| How do I attend and participate in the Annual Meeting? | 2 | |
| What is a Notice of Internet Availability? | 2 | |
| What is the difference between holding common shares as a registered shareholder and as a beneficial owner? | 3 | |
| How do I vote my common shares? | 3 | |
| If I am a shareholder holding common shares in “street name,” how do I vote? | 4 | |
| How do I vote if my common shares are held through the Peoples Bancorp Inc. Retirement Savings Plan? | 4 | |
| How will my common shares be voted? | 4 | |
| How do I revoke or change my vote after submitting my proxy? | 5 | |
| If I vote in advance, can I still participate in the Annual Meeting? | 5 | |
| What constitutes a quorum and what is the vote required with respect to the proposals to be considered at the Annual Meeting? | 5 | |
| Who pays the costs of proxy solicitation? | 6 | |
| Security Ownership of Certain Beneficial Owners and Management | 7 | |
| Delinquent Section 16(a) Reports (Section 16(a) Beneficial Ownership Reporting Compliance) | 10 | |
| Transactions with Related Persons | 10 | |
| Corporate Governance and Board Matters | 12 | |
| Independence of Directors | 12 | |
| Executive Sessions | 12 | |
| Meetings of the Board and Attendance at Annual Meetings of Shareholders | 13 | |
| Environmental, Social and Governance Matters | 13 | |
| Associates | 14 | |
| Communities | 15 | |
| Clients | 16 | |
| Shareholders | 17 | |
| Majority Vote Standard | 18 | |
| Shareholder Communications with the Board | 18 | |
| Nominating Procedures | 18 | |
| Insider Trading Policy | 20 | |
| Proposal Number 1: Election of Directors | 20 | |
| Recommendation and Vote Required | 21 | |
| Nominees | 21 | |
| Board Highlights | 26 | |
| Board Skills | 26 | |
| The Board and Committees of the Board | 27 | |
| Committees of the Board | 27 | |
| Audit Committee | 28 | |
| Compensation Committee | 29 | |
| Executive Committee | 31 | |
| Governance and Nominating Committee | 32 | |
| Risk Committee | 33 | |
| Director Compensation | 34 | |
| Compensation Paid to Board Members | 34 | |
| 2025 Fiscal Year | 34 | |
| 2026 Fiscal Year | 35 | |
| Other Information Regarding Equity-Based Compensation | 35 | |
| Deferred Compensation Plan for Directors | 35 | |
| All Other Compensation | 36 | |
| Stock Ownership Guidelines | 36 |
| Director Compensation for 2025 | 37 | |
|---|---|---|
| Executive Officers | 37 | |
| Proposal Number 2: Vote on Advisory Resolution to Approve Named Executive Officers’ Compensation | 40 | |
| Recommendation and Vote Required | 40 | |
| Executive Compensation: Compensation Discussion and Analysis | 41 | |
| Executive Summary of 2025 Fiscal Year Performance and Compensation | 41 | |
| 2025 Business Highlights | 41 | |
| Goals for 2025 Incentive Awards | 41 | |
| 2025 Actual Results vs. Performance Goals | 42 | |
| 2025 Compensation Actions | 42 | |
| Notable Pay Practices | 43 | |
| Total Shareholder Return | 43 | |
| Pay for Performance | 43 | |
| Pay for Performance – Realizable Pay Analysis | 44 | |
| Pay for Performance – Our Key Compensation Decisions | 45 | |
| Advisory Vote of Shareholders | 47 | |
| Compensation Philosophy and Objectives | 47 | |
| Role of Executive Officers in Compensation Decisions | 48 | |
| Setting Executive Compensation | 49 | |
| Peer Group | 49 | |
| 2025 Executive Compensation Components | 51 | |
| Base Salary | 51 | |
| Cash and Equity-Based Incentive Program | 51 | |
| Retirement and Other Benefits | 57 | |
| Perquisites and Other Personal Benefits | 59 | |
| Change in Control Agreements | 60 | |
| Tax and Accounting Implications | 60 | |
| Deductibility of Executive Compensation | 60 | |
| Non-Qualified Deferred Compensation | 60 | |
| Accounting for Equity-Based Compensation | 60 | |
| Other Information | 61 | |
| Stock Holding Requirement | 61 | |
| Clawback Policy | 61 | |
| Timing of Equity Grants | 61 | |
| CEO Pay Ratio | 61 | |
| Summary | 62 | |
| Compensation Committee Report | 62 | |
| Discussion of Risk Review and Assessment | 62 | |
| Summary Compensation Table for 2025 | 64 | |
| Grants of Plan-Based Awards for 2025 | 65 | |
| Outstanding Equity Awards at Fiscal Year-End 2025 | 66 | |
| Option Exercises and Stock Vested for 2025 | 67 | |
| Non-Qualified Deferred Compensation for 2025 | 68 | |
| Pay Versus Performance | 69 | |
| Financial Performance Measures | 71 | |
| Analysis of Information Presented in the Pay Versus Performance Table | 71 | |
| Compensation Actually Paid and Cumulative TSR | 71 | |
| Compensation Actually Paid and Net Income | 72 | |
| Compensation Actually Paid and Pre-Tax/Pre-Provision Diluted Earnings Per Common Share | 72 | |
| Cumulative TSR of Peoples and Cumulative TSR of the Peer Group | 73 | |
| Other Potential Post-Employment Payments | 73 | |
| Payments Made Upon Termination of Employment | 73 | |
| Payments Made Upon Retirement | 74 | |
| Payments Made Upon Death or Disability | 74 | |
| Payments Made Upon a Change in Control | 74 | |
| Compensation Committee Interlocks and Insider Participation | 77 | |
| Audit Committee Report for the Fiscal Year Ended December 31, 2025 | 77 | |
| Independent Registered Public Accounting Firm | 78 | |
| Fees | 78 |
| Pre-Approval Policy | 78 |
|---|---|
| Proposal Number 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 79 |
| Recommendation and Vote | 80 |
| Householding of Annual Meeting Materials | 80 |
| Other Matters | 80 |
Peoples Bancorp Inc.
PEOPLES BANCORP INC.
138 Putnam Street
P.O. Box 738
Marietta, Ohio 45750-0738
(740) 374-6136
www.peoplesbancorp.com
Proxy Statement for the Annual Meeting of Shareholders
To Be Held on April 23, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.