Peoples Bancorp (PEBO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 24, 2025, via live webcast, with record date of February 24, 2025.

• Shareholders will vote on the election of eleven directors, a non-binding advisory resolution on executive compensation, and ratification of Ernst & Young LLP as independent auditor.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact.

• Peoples Bancorp Inc. operates through Peoples Bank, Peoples Investment Company, and other subsidiaries, with a strong community and charitable focus.

Voting matters and shareholder proposals

• Proposals include election of eleven directors, advisory vote on executive compensation, and ratification of Ernst & Young LLP as auditor.

• Shareholders of record as of February 24, 2025, are entitled to vote; each share equals one vote, no cumulative voting.

• Shareholder proposals for the 2026 meeting must be received by November 14, 2025, for inclusion in proxy materials.

• Majority vote standard applies for director elections; nominees must tender resignation if receiving more votes against than for.

Board of directors and corporate governance

• Board consists of 11 members, 10 of whom are independent; 55% are diverse in gender or race/ethnicity.

• Board committees include Audit, Compensation, Executive, Governance and Nominating, and Risk, each chaired by an independent director.

• Directors are elected annually; average tenure is six years.

• Governance and Nominating Committee oversees board composition, independence, and ESG matters.

• Insider trading policy prohibits hedging, pledging, and trading on material nonpublic information.