frm8kexecomp.htm
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 21, 2008
(February
14, 2008)
PEOPLES
BANCORP
INC.
(Exact
name of registrant as specified in its charter)
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Ohio
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0-16772
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31-0987416
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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138
Putnam Street, P.O. Box 738, Marietta,
Ohio 45750-0738
(Address
of principal executive offices) (Zip Code)
(740)
373-3155
(Registrant's
telephone number, including area code)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(a)
through (d) Not applicable
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(e)
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Determination
of Fiscal 2008
Base Salaries and Annual Cash Incentives in respect of Fiscal 2007
for
Certain Executive Officers of Peoples Bancorp
Inc.:
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On
February 14, 2008, the
Compensation Committee of the Board of Directors of Peoples Bancorp Inc.
("Peoples") met in order to determine the base salaries for the fiscal year
ending December 31, 2008 (“Fiscal 2008”) and the annual cash incentives for
the fiscal year ended December 31, 2007 (“Fiscal 2007”) for Peoples'
current executive officers, including Peoples' President and Chief Executive
Officer (the principal executive officer) and Peoples' Chief Financial Officer
and Treasurer, Executive Vice President - Operations (the principal financial
officer). Beginning in mid-2007, and continuing in recent months, the
Compensation Committee gathered and analyzed peer compensation and financial
results for the year ended December 31, 2006. The Compensation
Committee engaged the services of an independent compensation consultant, Amalfi
Consulting, LLC (formerly the Compensation Group of Clark Consulting), to assist
in determining the overall competitiveness of the base salaries of Peoples’
current executive officers when compared to those of the peer group using
compensation and financial performance for the year ended December 31, 2006,
selected by the Compensation Committee for benchmarking purposes -- a peer
group
comprised of 14 publicly-traded financial institution holding companies with
total asset sizes ranging from $1.0 billion to $8.0 billion, located in similar
markets and/or geographic areas to Peoples, and offering similar products and
services as Peoples, in the States of Ohio, West Virginia, Pennsylvania,
Kentucky and New York. The Compensation Committee also compared
Peoples’ financial performance to peer financial results and considered Peoples
performance to be comparable or better than the median performance of the peer
group in several key performance indicators, such as earnings per share growth,
return on average equity and return on average tangible equity, efficiency
ratio, and return on average assets.
After
evaluating the base salaries paid
to Peoples’ current executive officers in light of the peer group base salary
data, Peoples’ financial performance, and Peoples’ established compensation
policy and objectives, the Compensation Committee concluded that the base
salaries of Peoples’ current executive officers were below the market median
compared to the top 5 paid executive officers of the peer group. In
addition, the Compensation Committee considered the individual job performance
of each Peoples executive officer, including responsibilities and contribution
to Peoples' overall performance. In an effort to improve
Peoples’ ability to retain and attract executive officer talent, the
Compensation Committee determined that adjustments to current executive officer
base salaries were appropriate, and in the best long-term interests of Peoples’
shareholders. The Compensation Committee also determined that the
base salary to be paid to Larry E. Holdren, Peoples’ Executive Vice President –
Business and Corporate Development, who ceased to serve in an executive officer
capacity as of September 4, 2007, should be adjusted to reflect the change
in
his responsibilities.
The
Compensation Committee approved the
following base salary changes, retroactive to January 1, 2008, for the
individuals identified below, each of whom is a named executive officer of
Peoples for purposes of this Item 5.02(e):
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Name
and Principal
Position
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Fiscal
2007
Base
Salary
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Fiscal
2008
Base
Salary
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Mark
F. Bradley,
President
and Chief
Executive
Officer
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$255,000
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$280,000
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Carol
A. Schneeberger,
Chief
Financial Officer and Treasurer,
Executive
Vice President – Operations
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$169,002
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$190,000
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Joseph
S. Yazombek,
Executive
Vice President –
Chief
Lending Officer
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$206,012
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$220,000
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David
T. Wesel,
Executive
Vice President
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$157,500
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$168,000
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Larry
E. Holdren,
Executive
Vice President –
Business
and Corporate Development
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$162,080
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$120,000
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The
Compensation Committee also
determined the annual cash incentives earned by the participants in Peoples'
Incentive Award Plan in respect of Fiscal 2007. The following table
shows the annual cash incentives earned in respect of Fiscal 2007 and in respect
of Fiscal 2006 by the individuals identified below, each of whom is a named
executive officer of Peoples for purposes of this Item 5.02(e):
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Name
and Principal
Position
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Fiscal
2006
Annual
Cash
Incentive*
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Fiscal
2007
Annual
Cash
Incentive*
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Mark
F. Bradley,
President
and Chief
Executive
Officer
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$56,750
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$38,250
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Carol
A. Schneeberger,
Chief
Financial Officer and Treasurer,
Executive
Vice President – Operations
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$27,522
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$22,477
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Joseph
S. Yazombek,
Executive
Vice President –
Chief
Lending Officer
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$42,114
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$31,932
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David
T. Wesel,
Executive
Vice President
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$38,100
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$35,910
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Larry
E. Holdren,
Executive
Vice President –
Business
and Corporate Development
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$22,367
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$11,345
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*
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Executive
officers are required to defer 25% of their annual cash incentive
for a
period of three years and have the option to defer any of the remaining
annual cash incentive until they reach retirement age or their employment
is terminated, as determined by individual elections made prior to
the
year in which the cash incentives were earned. The amounts shown
include
the deferred portion of the annual cash incentive earned by each
executive
officer. The non-deferred portions of the annual cash incentives
earned in
respect of Fiscal 2006 were paid on February 23, 2007. The non-deferred
portions of the annual cash incentives earned in respect of Fiscal
2007
will be paid on February 22, 2008.
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Special
Compensation
Arrangement
On
February 14, 2008, the Compensation
Committee approved the grant to Carol A. Schneeberger, Peoples’ Chief Financial
Officer and Treasurer, Executive Vice President – Operations, of 2,250
restricted common shares (“Restricted Shares”) on February 20,
2008. The Restricted Shares are being granted in recognition of the
additional responsibilities Ms. Schneeberger has assumed since she became Chief
Financial Officer and Treasurer (on an interim basis) on April 10,
2007. The Restricted Shares are subject to the terms of the Peoples
Bancorp Inc. 2006 Equity Plan (the “2006 Plan”) as well as the terms and
conditions prescribed by the Compensation Committee and evidenced in Ms.
Schneeberger’s award agreement. Generally, the restrictions on Ms.
Schneeberger’s Restricted Shares will lapse and the Restricted Shares will
become fully vested as to: (a) 1,125 Restricted Shares on August 20,
2008; and (b) 1,125 Restricted Shares on February 20, 2009. Ms.
Schneeberger will have the right to vote the common shares underlying the
Restricted Shares and will be entitled to receive dividends paid with respect
to
the underlying common shares. For more information about the
Restricted Shares granted to Ms. Schneeberger, please refer to the form of
Peoples Bancorp Inc. 2006 Equity Plan Restricted Stock Award Agreement for
employees included as Exhibit 10.29 to Peoples’ Annual Report on Form 10-K for
the fiscal year ended December 31, 2006, filed on March 9,
2007.
Amendment
of Change in Control Agreement
with Larry E.
Holdren
On
February 14, 2008, the Compensation
Committee of Peoples authorized the execution on behalf of Peoples, on or after
February 15, 2008, of an amendment to the change in control agreement, adopted
August 11, 2004 (the "Holdren CIC Agreement") between Peoples and Larry E.
Holdren. The amendment is effective as of February 18,
2008. Under the terms of the amendment, if Mr. Holdren were to be
terminated by Peoples or its successors for any reason other than cause or
by
Mr. Holdren for good
reason, within six months prior to or within 24 months after a defined change
in
control, Peoples will provide the following benefits: (i) a lump sum
cash payment equal to the amount of his base annual compensation (rather than
two times the amount of his base annual compensation as contemplated by the
terms of the Holdren CIC Agreement as originally adopted), payable within 30
days following the termination date; and (ii) continuing participation in life,
medical and dental insurance for a period of six months substantially in the
form and expense to Mr. Holdren as that received prior to the termination date
(rather than 12 months of continuing participation as contemplated by the terms
of the Holdren CIC Agreement as originally adopted). Additionally, for a period
of six (6)
months immediately
following the termination date, Mr. Holdren shall not directly
or indirectly engage in the business of banking, or any other business in which
the Company directly or indirectly engages during the term of the Agreement;
provided, however, that this restriction shall apply only to the geographic
market of the Company as delineated on the Termination Date in the Community
Reinvestment Act Statement of Peoples Bank, National Association (rather than
a
period of 12 months as contemplated by the terms of the Holdren CIC Agreement
as
originally adopted). The
remaining terms of the Holdren CIC
Agreement as originally adopted will continue in effect. For more
information about the Holdren CIC Agreement, please refer to the form of Change
in Control Agreement, adopted August 11, 2004, applicable to Larry E. Holdren
included as Exhibit 10(e) to Peoples' Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2006, filed on August 7,
2006.
Change
in Control Agreement with Joseph S.
Yazombek
On
February 20, 2008, Peoples entered into a change in control agreement with
Joseph S. Yazombek, Peoples’ Executive Vice President – Chief Lending
Officer. The terms of Mr. Yazombek’s change in control agreement will
be the same as those in the change in control agreements which Peoples has
entered into with (i) Carol A. Schneeberger, the form of which was filed as
Exhibit 10(e) toPeoples’ Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2006; and (ii) Deborah K. Hill and David T.
Wesel, the forms of which were filed as Exhibits 10.1 and 10.2, respectively,
to
Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2007. Peoples entered into the change in control agreement with
Mr. Yazombek in order to provide further incentive to act in the long-term
best
interests of the shareholders of Peoples and to remain competitive in Peoples’
executive compensation package.
The
change in control agreement provides that, if Mr. Yazombek is terminated by
Peoples or its successors for any reason other than cause or by Mr. Yazombek
for
good reason, within six months prior to or within 24 months after a defined
change in control, Peoples will provide the following benefits: (i) a
lump sum cash payment of two times the amount of Mr. Yazombek’s base annual
compensation, payable within 30 days following the termination date; and (ii)
continuing participation in life, medical and dental insurance for a period
of
one year substantially in the form and expense to Mr. Yazombek as that received
prior to the termination date. Mr. Yazombek’s base annual
compensation for purposes of his change in control agreement will be the average
annualized compensation paid by Peoples which was includible in Mr. Yazombek’s
gross income prior to any deferred arrangements during the most recent five
taxable years ending before the date of the change in control.
If
Mr.
Yazombek receives a change in control benefit as previously described, he will
be subject to a non-compete agreement for a period of one year, under which
he
is not permitted to engage in the business of banking, or any other business
in
which Peoples directly or indirectly engages during the term of Mr. Yazombek’s
agreement in the geographic market of Peoples on the termination
date.
Item
8.01 Other Events.
On
February 15, 2008, Peoples issued a news release announcing the Board of
Directors declared the first quarter cash dividend of $0.22. A copy
of the news release is included as Exhibit 99 to this Current Report on Form
8-K.
Item
9.01 Financial Statements and Exhibits.
(a)
through (c) Not applicable
(d)
Exhibits:
The
following exhibit is included with
this Current Report on Form 8-K:
Exhibit
No.
Description
99
News release issued by Peoples
Bancorp
Inc. on February 15,
2008
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.
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PEOPLES
BANCORP INC.
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Dated:
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February
21, 2008
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By: /s/
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CAROL
A. SCHNEEBERGER
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Carol
A. Schneeberger
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Chief Financial
Officer and
Treasurer
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