8-K

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 20, 2016 (May 19, 2016)

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
	(17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
	(17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Richard Ferguson from Board of Directors

On May 19, 2016, Richard Ferguson, Chairman of the Board, informed the Board of Directors of Peoples Bancorp Inc. (“Peoples”) of his decision to retire from the Board of Directors of Peoples and the Board of Directors of Peoples’ banking subsidiary, Peoples Bank, effective May 19, 2016. Peoples’ press release announcing Mr. Ferguson’s retirement is attached as Exhibit 99 to this Current Report of Form 8-K and incorporated herein by reference. A copy of Mr. Fergusons’ email communication to the Board of Directors of his retirement is included as Exhibit 17 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 below.

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.
Date:	May 20, 2016	By:/s/	CHARLES W. SULERZYSKI
			Charles W. Sulerzyski
			President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description
17	Email received by Peoples Bancorp Inc. on May 19, 2016 from Richard Ferguson giving notice of his intention to retire from the Boards of Peoples Bancorp Inc. and Peoples Bank, effective immediately.
99	News Release issued by Peoples Bancorp Inc. on May 20, 2016

EX-17

May 19, 2016

Board of Directors

Peoples Bancorp Inc.

Peoples Bank

I am writing to inform you of my retirement from the boards of Peoples Bancorp Inc. and Peoples Bank effective as of the date of this letter.

I will be 70 this later this year, and I am looking forward to devoting more time to my passions of spending time with family, fly fishing and travel.

I am thankful for the opportunity to have served on the board the past 12 years and as Chairman the past 8 years and I am proud of the company’s accomplishments during that time.

I wish the board and the company continued success.

Sincerely,

Richard Ferguson

EX-99

P.O. BOX 738 - MARIETTA, OHIO - 45750	NEWS RELEASE
www.peoplesbancorp.com
FOR IMMEDIATE RELEASE	Contact:	Charles W. Sulerzyski
May 20, 2016		President and Chief Executive Officer
		(740) 374-6163

PEOPLES BANCORP INC. ANNOUNCES RETIREMENT OF RICHARD FERGUSON FROM BOARD OF DIRECTORS; DAVID L. MEAD ELECTED CHAIRMAN OF THE BOARD

___________________________________________________________________________________________________

MARIETTA, Ohio - Peoples Bancorp Inc. (“Peoples”) (NASDAQ: PEBO) today announced that Richard Ferguson has retired from its Board of Directors and the Board of Directors of its banking subsidiary, Peoples Bank, effective May 19, 2016. Mr. Ferguson had served on the Board of Directors of Peoples since 2004 and as its Chairman of the Board since 2008. He had served as Chairman of the Board of Peoples Bank since 2012. With the announcement of Mr. Ferguson’s retirement, the Peoples Board of Directors elected David L. Mead, a current independent director, as Chairman of the Board. Mead will also serve as Chairman of the Board of Directors of Peoples Bank.

“I am thankful for the opportunity to have served on the Peoples Board the past 12 years and as Chairman of the Board the past 8 years,” said Ferguson. “I will miss working with the other directors and the talented associates of Peoples Bank, and I am proud of what we have accomplished together. I am fully confident in David’s leadership and I know that he will be an excellent Chairman.”

Mr. Mead, a Certified Public Accountant, has been a director of Peoples Bank since 2005 and a director of Peoples Bancorp Inc. since 2006. He served as interim President and Chief Executive Officer of Peoples Bancorp Inc. and Peoples Bank from August of 2010 until April of 2011. He was Associate Professor on the business faculty of Marietta College, in Marietta, Ohio, from August of 2011 until May of 2016. Mead's prior experience includes working for over twenty-three years in the financial services industry, including serving as chief financial officer of two publicly traded institutions.

“I am appreciative of the opportunity to chair the Board of Directors of Peoples,” said Mead. “I look forward to leading our strong group of directors and working with our capable management team to deliver value to our shareholders, customers, employees and communities. I thank Richard for his leadership and efforts as Chairman of the Board and wish him all the best in his retirement.”

Commenting on the transition in the Chairman of the Board position, Peoples’ President and Chief Executive Officer, Chuck Sulerzyski, said, “On behalf of all the associates of Peoples, I would like to thank Richard for the outstanding leadership he has provided the company during his tenure as Chairman. Under his leadership, Peoples weathered the storm of the Great Recession and experienced significant growth, both organically and through acquisitions. I look forward to continued success working with David in his new role as Chairman of the Board.”

Peoples is a diversified financial products and services company with $3.3 billion in assets, 82 locations and 81 ATMs in Ohio, West Virginia and Kentucky. Peoples makes available a complete line of banking, investment, insurance, and trust solutions through its subsidiaries - Peoples Bank and Peoples Insurance Agency, LLC. Peoples’ common shares are traded on the NASDAQ Global Select Market® under the symbol “PEBO”, and Peoples is a member of the Russell 3000 index of US publicly traded companies. Learn more about Peoples at www.peoplesbancorp.com.

END OF RELEASE