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): May 23, 2012

 

 

Peoples Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland 0-24169 52-2027776
(State or other jurisdiction of
incorporation or organization)
(Commission file number) (IRS Employer
Identification No.)

 

P.O. Box 210, 100 Spring Avenue, Chestertown, Maryland 21620

(Address of principal executive offices) (Zip Code)

 

(410) 778-3500

(Registrant’s telephone number, including area code)

 

N/A

(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 obligations 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 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting of Stockholders of Peoples Bancorp, Inc. (the “Company”) held on May 23, 2012, the stockholders voted on (i) the election of 12 director nominees (Proposal 1), (ii) the approval of an amendment to the Company’s By-Laws (Proposal 2), and (iii) the ratification of the appointment of the Company’s independent registered public accounting firm for fiscal year 2012 (Proposal 3). These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:

 

Proposal 1 - To elect 12 individuals to serve as directors until the 2013 Annual Meeting of Stockholders and until their successors are duly elected and qualify.

 

Director Nominee For Withheld Abstain Broker Non-Votes
E. Jean Anthony 504,139 2,860 949 30,050
Robert W. Clark, Jr. 506,899    100 949 30,050
LaMonte E. Cooke 506,789    210 949 30,050
Gary B. Fellows 506,999        0 949 30,050
Herman E. Hill, Jr. 501,391 5,608 949 30,050
Patricia Joan Ozman Horsey 506,089    910 949 30,050
P. Patrick McClary 501,439 5,560 949 30,050
Alexander P. Rasin, III 502,415 4,584 949 30,050
Stefan R. Skipp 506,999        0 949 30,050
Thomas G. Stevenson 506,999        0 949 30,050
Elizabeth A. Strong 506,999        0 949 30,050
William G. Wheatley 506,999        0 949 30,050

 

Proposal 2 – To approve an amendment to the Company’s By-Laws to clarify Article III relating to the duties of certain officers.

 

For Against Abstain Broker Non-Votes
525,562 4,352 2,176 5,908

 

Proposal 3 - To ratify the appointment of Rowles & Company, LLP as the Company’s independent registered public accounting firm for fiscal year 2012.

 

For Against Abstain Broker Non-Votes
526,696 6,467 1,027 3,808

 

 

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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.
     
     
Dated:  May 24, 2012 By: /s/ Thomas G. Stevenson
    Thomas G. Stevenson
    President, CEO and CFO

 

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