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): February 24, 2017 (February 22, 2017)

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

Resignation of Carl L. Baker, Jr. from Board of Directors

On February 22, 2017, Carl L. Baker, Jr. informed the Board of Directors of Peoples Bancorp Inc. (“Peoples”) of his decision to resign from the Board of Directors of Peoples and the Board of Directors of Peoples’ banking subsidiary, Peoples Bank, effective February 22, 2017. Peoples’ press release announcing Mr. Baker’s departure is attached as Exhibit 99 to this Current Report of Form 8-K and incorporated herein by reference. A copy of Mr. Baker’s 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:	February 24, 2017	By:/s/	CHARLES W. SULERZYSKI
			Charles W. Sulerzyski
			President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description
17	Letter received by Carl Baker on February 22, 2017 giving notice of his intention to resign from the Boards of Peoples Bancorp Inc. and Peoples Bank, effective immediately.
99	News Release issued by Peoples Bancorp Inc. on February 24, 2017

EX-17

February 22, 2017

Mr. Chairman, Mr. CEO and Members of the Board,

After much deep thought, I wish to inform you that I am submitting my resignation

from the board, effective immediately.

Having served on the board for over fifteen years and previously on a subsidiary

board for more than five years, I believe it is time.

It has been a tremendous pleasure and privilege to have been a part of this

institution, which for over 115 years has been so committed to our shareholders,

employees, customers and to the communities we serve.

I have thoroughly enjoyed my time on the board and all the interaction with fellow

board members, management and associates. I strongly believe the foundation is in

place for continued success, and wish all of you the very best.

Sincerely,

/s/ CARL BAKER JR.

Carl Baker Jr.

EX-99

P.O. BOX 738 - MARIETTA, OHIO - 45750	NEWS RELEASE
www.peoplesbancorp.com
FOR IMMEDIATE RELEASE	Contact:	Chuck Sulerzyski
February 24, 2017		President and CEO
		(740) 374-6163

PEOPLES BANCORP INC. ANNOUNCES DEPARTURE OF CARL L. BAKER, JR. FROM BOARD OF DIRECTORS

_____________________________________________________________________

MARIETTA, Ohio - Peoples Bancorp Inc. (“Peoples”) (NASDAQ: PEBO) today announced that Carl L. Baker, Jr. has resigned from its Board of Directors (“Board”) and the Board of Directors of its banking subsidiary, Peoples Bank, effective February 22, 2017. Mr. Baker had served on the Board since 2000. He was a member of the Board’s Audit, Risk, Compensation and Executive Committees, and he served as Chairman of the Risk Committee.

“I have thoroughly enjoyed my time on the Board and all the interaction with fellow Board members, management and associates,” said Baker. “I strongly believe the foundation is in place for continued success, and I wish the very best for Peoples.”

Commenting on Mr. Baker’s departure, Peoples’ Chairman of the Board, David L. Mead, said, “On behalf of the Board of Directors, I want to thank Carl for his nearly 17 years of service. Peoples benefited greatly from his leadership and efforts as a member of the Board. We wish him all the best in his future.”

Peoples is a diversified financial products and services company with $3.4 billion in assets, 80 sales offices including 71 full-service bank branches and 78 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