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): June 9, 2005
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PEOPLES BANCORP INC.
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(Exact name of registrant as specified in its charter)
Ohio 0-16772 31-0987416
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738
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(Address of principal executive offices) (Zip Code)
(740) 373-3155
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(Registrant's telephone number, including area code)
Not Applicable
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(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))
Item 1.01. Entry into a Material Definitive Agreement.
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As reported in the Current Report on Form 8-K (the "May 31, 2005 Form
8-K") filed by Peoples Bancorp Inc. ("Peoples") on May 31, 2005, Robert E. Evans
retired and resigned from his position as Chief Executive Officer, and as an
employee, of each of Peoples and Peoples' banking subsidiary Peoples Bank,
National Association ("Peoples Bank"), effective May 31, 2005. Mr. Evans has
continued to serve as Chairman of the Board and a non-employee director of each
of Peoples and Peoples Bank.
As reported in the May 31, 2005 Form 8-K, on May 31, 2005, the Board
of Directors (the "Board") of Peoples, upon the recommendation of the
Compensation Committee, approved the payment of a monthly fee to Mr. Evans in
his capacities as Chairman of the Board of Peoples and of Peoples Bank. The
monthly fee to be paid to Mr. Evans will be $8,333.33, effective June 1, 2005.
Mr. Evans will receive no separate compensation for attending meetings of any
committees of either board of directors or for other services provided as a
member of either board of directors.
On June 9, 2005, the Peoples Board, upon the recommendation of the
Compensation Committee, approved a Director Retirement Plan for the benefit of
Mr. Evans in recognition of his 35 years of service with the organization and
his direct responsibility for its substantial success and growth. The Director
Retirement Plan is intended to provide Mr. Evans with a monthly benefit for
life, commencing July 1, 2005, and, if she survives him, a reduced monthly
benefit for Mr. Evans' spouse for her life. The monthly benefit to be paid to
Mr. Evans generally increases each year and will be $1,155.86 per month for the
2005 calendar year. Similarly, the monthly benefit which would be paid to Mr.
Evans' spouse upon Mr. Evans' death generally increases each year. The Director
Retirement Plan is filed as Exhibit 10 to this Current Report on Form 8-K and
should be reviewed for further information about the monthly benefits to be paid
thereunder. The amount of $305,441 will be accrued in respect of the estimated
benefits to be paid by Peoples under the Director Retirement Plan.
On June 9, 2005, the Peoples Board, upon the recommendation of the
Compensation Committee, also approved the payment of a benefit in the amount of
$145,000 under the Deferred Compensation Agreement, dated November 18, 1976,
between Mr. Evans and The Peoples Banking and Trust Company (now known as
Peoples Bank, National Association), as amended December 26, 1978 and March 22,
1979 (the "Deferred Compensation Agreement"). Under the terms of the Deferred
Compensation Agreement, the amount of $5,000 has been and was to be accrued for
Mr. Evans' account upon the completion of each year of service to Peoples Bank
until he reached normal retirement age (65). As of May 31, 2005, a total of
$141,666.67 had been accrued for Mr. Evans' account and the Compensation
Committee and the Peoples Board both felt it was appropriate to credit Mr.
Evans' account with the full $5,000 annual amount in respect of the year of his
retirement. In connection with the benefit payment, the Deferred Compensation
Agreement was terminated effective June 9, 2005.
To the extent that the effect of Mr. Evans' retirement is specifically
addressed under any of the other employee benefit programs in which he
participated at the time of his retirement, those terms will continue to apply.
Item 1.02. Termination of a Material Definitive Agreement.
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Please see the discussion in "Item 1.01. Entry into a Material
Definitive Agreement" of this Current Report on Form 8-K in respect of the
termination of the Deferred Compensation Agreement, which discussion is
incorporated herein by reference.
Item 8.01. Other Events.
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On June 9, 2005, the Peoples Board, upon the recommendation of the
Governance and Nominating Committee (the "Nominating Committee"), took several
actions in order to provide for an orderly succession in the office of the
Chairman of the Board of Peoples since Robert E. Evans, the individual holding
that office, may be unable to perform the duties of that office.
Upon the recommendation of the Nominating Committee, the Board elected
Joseph H. Wesel as Chairman of the Board, pro tem. Mr. Wesel has served as a
director of Peoples since 1980 and currently serves as the Leadership Director
of Peoples, as a member of the Executive Committee of the Board and as Chairman
of each of the Compensation Committee and the Nominating Committee of the Board.
Mr. Wesel will no longer serve as Leadership Director, but will continue in his
current Committee positions.
Upon the recommendation of the Nominating Committee, the Board also
established the office of Vice Chairman of the Board of Peoples. During the
absence or disability of the Chairman of the Board, the Vice Chairman of the
Board will have the authority to exercise all of the powers and perform all of
the duties of the Chairman of the Board, except as otherwise provided by law,
and perform such other duties and exercise such other powers as the directors
may, from time to time, assign. The Board elected Paul T. Theisen as Vice
Chairman of the Board of Peoples. Mr. Theisen has served on the Peoples Board
since 1980 and currently serves as a member of each of the Executive Committee
and the Nominating Committee of the Board.
On June 9, 2005, the Peoples Board, upon the recommendation of the
Nominating Committee, also appointed George W. Broughton to serve as a member of
the Compensation Committee of the Board. Mr. Broughton has served as a director
of Peoples since 1994 and currently serves as a member of the Audit Committee
and the Nominating Committee of the Board.
Item 9.01. Financial Statements and Exhibits.
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(a) and (b) Not applicable
(c) Exhibits: The following exhibit is filed with this Current Report
on Form 8-K:
Exhibit No. Description
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10 Director Retirement Plan for the benefit of Robert E. Evans
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signature on following page.]
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.
Dated: June 9, 2005 /s/ By: MARK F. BRADLEY
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Mark F. Bradley
President and Chief Executive Officer
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated June 9, 2005
Peoples Bancorp Inc.
Exhibit No. Description
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10 Director Retirement Plan for the benefit of Robert E. Evans