Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On June 26, 2014, following the unanimous recommendation of the Governance and Nominating Committee, the Board of Directors of Peoples Bancorp Inc. ("Peoples") increased the number of directors from ten to eleven in accordance with Section 2.02(C) of Peoples' Code of Regulations, and elected David F. Dierker to fill the vacancy created by the increase. Mr. Dierker was elected as a director in the class whose terms expire at the 2016 Annual Meeting of Shareholders of Peoples. The Peoples Board of Directors also appointed Mr. Dierker to serve on the Risk, Audit, Governance and Nominating and Compensation Committees of the Peoples Board effective June 26, 2014. At the June 26, 2014 meeting of the Board of Directors of Peoples Bank, National Association, the national bank subsidiary of Peoples ("Peoples Bank"), Mr. Dierker was elected as a member of the Peoples Bank Board. In his capacity as a nonemployee director of Peoples and Peoples Bank, Mr. Dierker will receive compensation on the same basis as the other non-employee directors receive for their service on the Peoples and Peoples Bank Boards. In addition, in his capacity as a member of the Risk, Audit, Governance and Nominating and Compensation Committees of Peoples, Mr. Dierker will receive compensation on the same basis as the other members of those committees receive for their service on the respective committees. Mr. Dierker is the former Chief Administrative Officer of SunTrust Banks, Inc. ("SunTrust"), headquartered in Atlanta, Georgia. He retired from SunTrust in 2013. Peoples has determined that neither Mr. Dierker nor any of his immediate family members has had (or proposes to have) a direct or indirect transaction in which Peoples or any of Peoples' subsidiaries was (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K. A copy of the press release announcing Mr. Dierker's election to the Peoples Board of Directors is included as Exhibit 99 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
a) - c) Not applicable d) Exhibits See Index to Exhibits.
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