- Revised Proxy Soliciting Materials (definitive) (DEFR14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. 1)

 

Filed by the Registrant: R

Filed by a Party other than the Registrant: o

 

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

R Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Under Rule 14a-12

 

Peoples Bancorp, Inc.

(Name of Registrant as Specified in Its Charter)

 

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

R No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1) Title of each class of securities to which transaction applies: N/A

(2) Aggregate number of securities to which transaction applies: N/A

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): N/A

(4) Proposed maximum aggregate value of transaction: N/A

(5) Total fee paid: N/A

 

¨ Fee paid previously with preliminary materials: N/A

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement no.:

(3) Filing Party:

(4) Date Filed:

 

Explanatory Note

 

Peoples Bancorp, Inc. (the “Company”) files this Amendment No. 1 to the definitive proxy statement on Schedule 14A for the 2012 annual meeting of stockholders to be held on May 23, 2012 for the purpose of correcting a typographical error in the form of proxy that was attached thereto as Appendix C. At the annual meeting, pursuant to Proposal 3, stockholders of record as of March 1, 2012 will be asked to ratify the appointment of Rowles & Company, LLP as the Company’s independent registered public accounting firm for fiscal year 2012. The form of proxy erroneously referenced that the appointment was for fiscal year 2011. A revised form of proxy is filed herewith.

 

B-1

 

APPENDIX C

Form of Proxy

 

PEOPLES BANCORP, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The undersigned stockholder of Peoples Bancorp, Inc. (the “Company”) hereby appoints Alexander P. Rasin, III, Elizabeth A. Strong and Thomas G. Stevenson, or any of them, the lawful attorneys and proxies of the undersigned with full power of substitution to vote, as designated below, all shares of common stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders called to convene on Wednesday, May 23, 2012 at Kent Center, Inc., 215 Scheeler Road, Chestertown, Maryland at 12:30 p.m. local time, and at any and all adjournments and postponements thereof for the purposes identified on this proxy and with discretionary authority as to any other matters that may properly come before the Annual Meeting, including substitute nominees if any of the named director nominees should be unavailable to serve for election in accordance with and as described in the Notice of Annual Meeting of Stockholders and Proxy Statement.

 

1.

ELECTION OF DIRECTOR NOMINEES (terms expire in 2013):

 

E. Jean Anthony	Robert W. Clark, Jr.	LaMonte E. Cooke	Gary B. Fellows
Herman E. Hill, Jr.	Patricia Joan Ozman Horsey	P. Patrick McClary	Alexander P. Rasin, III
Stefan R. Skipp	Thomas G. Stevenson	Elizabeth A. Strong	William G. Wheatley

 

¨   FOR ALL NOMINEES	¨ FOR ALL EXCEPT	¨ WITHHOLD AUTHORITY
	(See instruction below)

 

 

INSTRUCTION : A withheld vote will count as a vote against a nominee. To withhold authority to vote for any individual nominee, mark “FOR ALL EXCEPT” and strike a line through the nominee’s name in the list above.

 

The Board of Directors recommends a vote “FOR ALL NOMINEES” in Proposal 1.

 

2.

APPROVAL OF AMENDMENT TO THE COMPANY’S BY-LAWS TO CLARIFY ARTICLE III RELATING TO DUTIES OF CERTAIN OFFICERS

 

¨ FOR

¨ AGAINST

¨ ABSTAIN

 

The Board of Directors recommends a vote “FOR” approval in Proposal 2.

 

3.

RATIFICATION OF APPOINTMENT OF ROWLES & COMPANY, LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR FISCAL YEAR 2012:

 

¨ FOR

¨ AGAINST

¨ ABSTAIN

 

The Board of Directors recommends a vote “FOR” ratification in Proposal 3.

 

4.

IN THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT PROPERLY COMES BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

 

Shares represented by all properly executed proxies will be voted in accordance with instructions appearing on the proxy. In the absence of specific instructions, proxies will be voted FOR ALL NOMINEES with respect to Proposal 1, FOR with respect to Proposal 2, FOR with respect to Proposal 3, and in the discretion of the proxy holders as to any other matters that properly come before the meeting.

 

Please sign and date on the reverse side.

 

 

 

 

If you plan to attend the luncheon meeting, please designate the number that will attend [____].

 

 

Dated________________________, 2012	________________________________________
	Signature
	________________________________________
	Signature

 

Please sign as name(s) appear(s) on stock certificate. If jointly held, all owners must sign. Executors, administrators, trustees or persons signing in such capacity should so indicate.

 

Important Notice Regarding the Availability of Proxy Materials

For the Stockholder Meeting to be Held on May 23, 2012:

 

The Proxy Statement to which this proxy relates and Peoples Bancorp, Inc.’s Annual Report to Stockholders (including its Annual Report on Form 10-K) are available at http://materials.proxyvote.com/70978T.