-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FIHOf3eb037SHg1qgGnlGvKTBxR4PAZXe8VAqN1VbnUpgxr0Ze9+Y9Z0/2kuBiiv pVfLF/9+37BUXkB23/abTA== 0000318300-05-000087.txt : 20050611 0000318300-05-000087.hdr.sgml : 20050611 20050531165435 ACCESSION NUMBER: 0000318300-05-000087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050531 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050531 DATE AS OF CHANGE: 20050531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES BANCORP INC CENTRAL INDEX KEY: 0000318300 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 310987416 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16772 FILM NUMBER: 05867957 BUSINESS ADDRESS: STREET 1: 138 PUTNAM ST STREET 2: P O BOX 738 CITY: MARIETTA STATE: OH ZIP: 45750-0738 BUSINESS PHONE: 7403733155 8-K 1 form8kretirement.txt FORM 8-K CEO RETIREMENT 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 31, 2005 ------------- (May 25, 2005) PEOPLES BANCORP INC. ----------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Ohio 0-16772 31-0987416 - ------------------------------- ------------------- ----------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification Number) 138 Putnam Street, PO Box 738 Marietta, Ohio 45750-0738 - ------------------------------------------------ --------------------------- (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)) Item 1.01. Entry into a Material Definitive Agreement. On May 25, 2005, Robert E. Evans, Chairman of the Board and Chief Executive Officer of Peoples Bancorp Inc. ("Peoples") and of Peoples' banking subsidiary Peoples Bank, National Association ("Peoples Bank") notified Peoples that he would retire and resign from his position as Chief Executive Officer, and as an employee, of each of Peoples and Peoples Bank, effective May 31, 2005. The Board of Directors of Peoples accepted Mr. Evans' resignation as Chief Executive Officer on May 31, 2005. Mr. Evans will continue to serve as Chairman of the Board and a non-employee director of each of Peoples and Peoples Bank. He had previously planned to retire as Chief Executive Officer of each of Peoples and Peoples Bank on June 30, 2005 but decided to accelerate retirement for personal and health reasons. On May 31, 2005, the Board of Directors 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. The terms of any other compensation which may be received by Mr. Evans, either in his capacity as a non-employee director or as a retired employee, will be considered and determined by the Compensation Committee of the Board of Directors of Peoples at a later time. However, to the extent that the effect of his retirement is specifically addressed under the terms of any employee benefit program in which Mr. Evans participated at the time of his retirement, those terms will continue to apply. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On May 25, 2005, Robert E. Evans, Chairman of the Board and Chief Executive Officer of Peoples and Peoples Bank notified Peoples that he would retire and resign from his position as Chief Executive Officer, and as an employee, of each of Peoples and Peoples Bank, effective May 31, 2005. The Board of Directors of Peoples accepted Mr. Evans' resignation as Chief Executive Officer on May 31, 2005. Mr. Evans will continue to serve as Chairman of the Board and a non-employee director of each of Peoples and Peoples Bank. He had previously planned to retire as Chief Executive Officer of each of Peoples and Peoples Bank on June 30, 2005. As part of a succession plan announced in February 2005, Mark F. Bradley has been named President and Chief Executive Officer of both Peoples and Peoples Bank, effective May 31, 2005. Mr. Bradley, age 35, has served Peoples as President since June 2004, as Chief Operating Officer since July 2003 and as a director since February 2003. He also served Peoples as Executive Vice President and Chief Integration Officer from April 2002 to July 2003 and as Controller from 1997 to 2001. Mr. Bradley has served Peoples Bank as President and Chief Operating Officer since 2002 and as a director since 2002. He was Controller of Peoples Bank from 1997 to 2001. During Peoples' fiscal year ended December 31, 2004, Mr. Bradley and members of his immediate family were involved in banking relationships with Peoples Bank in the ordinary course of business and in compliance with applicable federal and state laws and regulations. It is expected that similar banking relationships will be entered into in the future. On May 31, 2005, Peoples issued a news release announcing Robert E. Evans' retirement and Mark F. Bradley's appointment as Chief Executive Officer of Peoples and Peoples Bank. A copy of this news release is filed with this Current Report on Form 8-K as Exhibit 99 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (a) and (b) Not applicable c) Exhibits: The following exhibit is filed with this Current Report on Form 8-K: Exhibit Number Description ------------------------ ----------------------------------------------- 99 News Release issued by Peoples Bancorp Inc. on May 31, 2005 [Remainder of page intentionally left blank; 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. Date: May 31, 2005 By: MARK F. BRADLEY ------------------------------------- Mark F. Bradley President and Chief Executive Officer INDEX TO EXHIBITS Exhibit Number Description ------------------------ ----------------------------------------------- 99 News Release issued by Peoples Bancorp Inc. on May 31, 2005 EX-99 2 exhibit99.txt NEWS RELEASE [PEOPLES BANCORP INC. LETTERHEAD] PEOPLES BANCORP INC. - P.O. BOX 738 - MARIETTA, OHIO - 45750 www.peoplesbancorp.com NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Mark F. Bradley - --------------------- President and CEO May 31, 2005 (740) 373-3155 PEOPLES BANCORP INC.'S ROBERT E. EVANS RETIRES AS CEO --------------------------------------------------------------------- MARIETTA,Ohio - Peoples Bancorp Inc. (NASDAQ: PEBO) announced that, effective May 31, 2005, Robert E. Evans retired as Chief Executive Officer of Peoples Bancorp Inc. ("Peoples Bancorp") and its banking subsidiary Peoples Bank, National Association ("Peoples Bank"). Evans will continue as Chairman of the Board and a Director of both Peoples Bancorp and Peoples Bank. As part of a succession plan announced in February 2005, Mark F. Bradley has been named President and CEO of both Peoples Bancorp and Peoples Bank effective May 31, 2005. "I think the time is right for Mark to assume the CEO leadership of our companies," said Evans. "I plan to continue with Peoples Bancorp as Chairman of the Board, but have more time for attention to my family, friends and health." Evans had previously planned to retire as CEO on June 30, 2005. "We have a strong management team that is focused on continuing Peoples Bancorp's long-term success, and their skill and dedication permit me to take a less active role." Evans continued. "My 25 years as Chief Executive Officer of Peoples Bancorp have provided me with many opportunities to serve customers and shareholders. The Board of Directors and I support Mark and our executive team's efforts to grow shareholder value." Evans, 65, has been Chief Executive Officer of Peoples Bancorp since 1980 and with Peoples Bank since 1970. He had also served as President of Peoples Bancorp until mid-2004. Bradley, 35, has served as President and Chief Operating Officer of Peoples Bank since 2002. He became Chief Operating Officer of Peoples Bancorp in 2003, and President of Peoples Bancorp in mid-2004. Peoples Bancorp Inc., a diversified financial products and services company with $1.8 billion in assets, makes available a complete line of banking, investment, insurance, and trust solutions through 50 locations and 33 ATMs in Ohio, West Virginia and Kentucky. Peoples Bancorp's financial service units include Peoples Bank, Peoples Financial Advisors (a division of Peoples Bank) and Peoples Insurance Agency, Inc. Peoples Bancorp's common shares are traded on the NASDAQ national market under the symbol "PEBO", and Peoples Bancorp is a member of the Russell 3000 index of US publicly traded companies. Learn more about Peoples Bancorp at www.peoplesbancorp.com. END OF RELEASE -----END PRIVACY-ENHANCED MESSAGE-----