Close

Form 10-Q PEOPLES BANCORP INC For: Jun 30

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/24/2024

1. TSLA
2. ENPH
3. TXN
4. BA
5. SPOT
6. META
7. V
8. IBM
9. KMB
10. HCP


July 30, 2021 1:17 PM EDT
Page 1 of 2Form 540 Last Revised: 06/2019 Toll Free: 877.767.3453 | Central Ohio: 614.466.3910 OhioSoS.gov | [email protected] File online or for more information: OhioBusinessCentral.gov Certificate of Amendment (For-Profit, Domestic Corporation) Filing Fee: $50 Form Must Be Typed Check appropriate box: Amendment to existing Articles of Incorporation (125-AMDS) Amended and Restated Articles (122-AMAP) - The following articles supersede the existing articles and all amendments thereto. Name of Corporation Charter Number The articles are hereby amended by the Incorporators. Pursuant to Ohio Revised Code section 1701.70 (A), incorporators may adopt an amendment to the articles by a writing signed by them if initial directors are not named in the articles or elected and before subscriptions to shares have been received. The articles are hereby amended by the Directors. Pursuant to Ohio Revised Code section 1701.70(A), directors may adopt amendments if initial directors were named in articles or elected, but subscriptions to shares have not been received. Also, Ohio Revised Code section 1701.70(B) sets forth additional cases in which directors may adopt an amendment to the articles. The articles are hereby amended by the Shareholders pursuant to Ohio Revised Code section 1701.71. The articles are hereby amended and restated pursuant to Ohio Revised Code section 1701.72. The resolution was adopted pursuant to Ohio Revised Code section 1701.70(B) (In this space insert the number 1 through 10 to provide basis for adoption.) Check one box below and provide information as required: Complete the following information: Form 540 Prescribed by:540 ✘ PEOPLES BANCORP INC. 834364 ✘

 
Page 2 of 2Form 540 Last Revised: 06/2019 A copy of the resolution of amendment is attached to this document. Note: If amended articles were adopted, they must set forth all provisions required in original articles except that articles amended by directors or shareholders need not contain any statement with respect to initial stated capital. See Ohio Revised Code section 1701.04 for required provisions. If you are amending the total number of shares, please complete this box so the appropriate filing fee is charged. Total number of shares previously listed in the Articles or other Amendments with the Ohio Secretary of State: With the submission of this amendment, NEW total number of shares: Print Name By (if applicable) Signature Print Name By (if applicable) Signature By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document. Required Must be signed by all incorporators, if amended by incorporators, or an authorized officer if amended by directors or shareholders, pursuant to Ohio Revised Code section 1701.73(B) and (C). If authorized representative is an individual, then they must sign in the "signature" box and print their name in the "Print Name" box. If authorized representative is a business entity, not an individual, then please print the business name in the "signature" box, an authorized representative of the business entity must sign in the "By" box and print their name in the "Print Name" box. 24050000 50050000 M. Ryan Kirkham, Executive Vice President, General Counsel M. RYAN KIRKHAM

 
ATTACHMENT TO CERTIFICATE OF AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION OF PEOPLES BANCORP INC. The undersigned, as a duly authorized officer of Peoples Bancorp Inc. (the “Company”), hereby certifies that the following Resolution was duly adopted by the Company’s shareholders at the special meeting held on July 22, 2021, and such Resolution has not been amended or rescinded since the date of adoption thereto and is in full force and effect on the date hereof: “RESOLVED, that the Amended Articles of Incorporation of Peoples Bancorp Inc. be, and the same hereby are, amended by deleting present Article FOURTH in its entirety and by substituting in its place new Article FOURTH in the following form: Article FOURTH of the Amended Articles of Incorporation of Peoples Bancorp Inc. FOURTH: The authorized number of shares of the Corporation shall be Fifty Million Fifty Thousand (50,050,000), consisting of Fifty Million (50,000,000) common shares, each without par value (the “common shares”), and Fifty Thousand (50,000) preferred shares, each without par value (the “preferred shares”).” IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of the 27th day of July, 2021. PEOPLES BANCORP INC. By: __________________________ Name: M. Ryan Kirkham, Esq. Title: Executive Vice President, General Counsel M . Ryan Nikkor

 

EXHIBIT 3.1(h)

AMENDED
ARTICLES OF INCORPORATION
OF
PEOPLES BANCORP INC.

(reflecting amendments through July 28, 2021)

[For purposes of SEC reporting compliance only -- not filed with Ohio Secretary of State]

FIRST: The name of the corporation shall be Peoples Bancorp Inc. (the “Corporation”).

SECOND: The place in Ohio where the principal office of the Corporation is to be located is in the City of Marietta, County of Washington.

THIRD: The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98 of the Ohio Revised Code.

FOURTH: The authorized number of shares of the Corporation shall be Fifty Million Fifty Thousand (50,050,000), consisting of Fifty Million (50,000,000) common shares, each without par value (the “common shares”), and Fifty Thousand (50,000) preferred shares, each without par value (the “preferred shares”).

FIFTH: The directors of the Corporation shall have the power to cause the Corporation from time to time and at any time to purchase, hold, sell, transfer or otherwise deal with (A) shares of any class or series issued by it, (B) any security or other obligation of the Corporation which may confer upon the holder thereof the right to convert the same into shares of any class or series authorized by the Articles of the Corporation, and (C) any security or other obligation which may confer upon the holder thereof the right to purchase shares of any class or series authorized by the Articles of the Corporation. The Corporation shall have the right to repurchase, if and when any shareholder desires to sell, or on the happening of any event is required to sell, shares of any class or series issued by the Corporation. The authority granted in this Article FIFTH of these Articles shall not limit the plenary authority of the directors to purchase, hold, sell, transfer or otherwise deal with shares of any class or series, securities, or other obligations issued by the Corporation or authorized by its Articles.

SIXTH: No shareholder of the Corporation shall have, as a matter of right, the pre-emptive right to purchase or subscribe for shares of any class, now or hereafter authorized, or to purchase or subscribe for securities or other obligations convertible into or exchangeable for such shares or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any such share.

SEVENTH: Notwithstanding any provision of the Ohio Revised Code now or hereafter in force requiring for any purpose the vote, consent, waiver or release of the holders of shares of the Corporation entitling them to exercise two-thirds (2/3) or any other proportion of the voting power of the Corporation or of any class or classes of shares thereof, such action, unless expressly otherwise provided by statute, may be taken by the vote, consent, waiver or release of the holders of shares entitling them to exercise not less than a majority of the voting power of the Corporation or of such class or classes; provided, however, that if any three members of the Board of Directors of the Corporation shall affirmatively vote against any of the following matters, the affirmative vote of the holders of shares entitling them to exercise not less than 75% of the voting power of the Corporation entitled to vote thereon shall be required to adopt:

(1)    a proposed amendment to the Articles of the Corporation;

(2)    proposed new regulations or an alteration, amendment or repeal of the regulations of the Corporation;



(3)    an agreement of merger or consolidation providing for the merger or consolidation of the Corporation with or into one or more other corporations;

(4)    a proposed combination or majority share acquisition involving the issuance of shares of the Corporation and requiring shareholder approval;

(5)    a proposal to sell, lease, exchange, transfer or otherwise dispose of all or substantially all of the property and assets of the Corporation;

(6)    a proposed dissolution of the Corporation; or

(7)    a proposal to fix or change the number of directors by action of the shareholders of the Corporation.

The written objection of a director to any such matter submitted to the President or Secretary of the Corporation not less than three days before the meeting of the shareholders of the Corporation at which any such matter is to be considered shall be deemed to be an affirmative vote by such director against such matter.

EIGHTH: The members of the Board of Directors of the Corporation, when evaluating any offer of another party to (A) make a tender or exchange offer for any shares of the Corporation, (B) merge or consolidate the Corporation with another corporation or (C) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation, in connection with the exercise of their judgment in determining what they reasonably believe to be in the best interests of the Corporation, shall consider the interests of the Corporation’s shareholders and, in their discretion, may consider any of the following:

(1)    the interests of the Corporation’s employees, suppliers, creditors, and customers;

(2)    the economy of Ohio and the nation;

(3)    community and societal considerations; and

(4)    the long-term as well as the short-term interests of the Corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the Corporation.

NINTH: Shareholders of the Corporation shall not have the right to vote cumulatively in the election of directors.

TENTH: These Amended Articles of Incorporation take the place of and supersede the existing Articles of Incorporation of Peoples Bancorp Inc.




EXHIBIT 10.1

FIRST AMENDMENT TO
PEOPLES BANCORP INC.
AMENDED AND RESTATED
NONQUALIFIED DEFERRED COMPENSATION PLAN

WHEREAS, Peoples Bancorp Inc. (the “Company”) maintains the Peoples Bancorp Inc. Nonqualified Deferred Compensation Plan (the "Plan"), which was originally effective July 25, 2013 and has been most recently amended and restated effective July 11, 2019;

WHEREAS, pursuant to Article 11.00 of the Plan, the Committee may, at any time, in its sole discretion, amend the Plan; and

WHEREAS, the Committee desires to amend the Plan as set forth in this First Amendment.

NOW, THEREFORE, effective as of May 17, 2021 (the “Amendment Effective Date”), the Company hereby amends the Plan as follows:

1.Section 4.02 of the Plan is hereby deleted in its entirety and replaced with the following:

4.02 Discretionary Contributions. The Company or one of its Affiliates, as applicable, shall make Discretionary Contributions to the Account of a Participant in such amount that would have been made pursuant to the Qualified Plan as matching contributions had all amounts elected to be deferred under this Plan pursuant to Section 4.01 been deferred under the Qualified Plan and as if the Statutory Limits did not exist. For Plan Years commencing prior to January 1, 2021, Discretionary Contributions were credited to the Accounts of Participants during the first calendar quarter following the last day of the Plan Year with respect to which the related Compensation was deferred. Effective beginning with the first pay period in June 2021, Discretionary Contributions shall be credited to the Accounts of Participants each pay period with respect to Compensation deferred in that pay period. As soon as administratively practicable on or after June 1, 2021, a “true-up” discretionary contribution shall be credited to the Accounts of Participants with respect to Compensation deferred between January 1, 2021 and the last pay period in May 2021.

2.Section 4.03(b) of the Plan is hereby deleted in its entirety and replaced with the following:

(b) Discretionary Contributions. Any Discretionary Contributions shall be credited to a Participant’s Account at the time described in Section 4.02.

3.Capitalized terms not otherwise defined in this First Amendment shall have the meanings ascribed to them in the Plan.

4.All other terms and conditions of the Plan shall remain in full force and effect.

[Remainder of page intentionally left blank.]




IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its duly authorized officer, effective as of the Amendment Effective Date.

PEOPLES BANCORP INC.



By:     s/s Chuck Sulerzyski

Print:     Chuck Sulerzyski

Title:     President and CEO

Date:     May 20, 2021



EXHIBIT 31.1

CERTIFICATIONS

I, Charles W. Sulerzyski, certify that:
 
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, of Peoples Bancorp Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Date:July 30, 2021       By:/s/CHARLES W. SULERZYSKI
   Charles W. Sulerzyski
   President and Chief Executive Officer



EXHIBIT 31.2

CERTIFICATIONS

 
I, Katie Bailey, certify that:
 
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, of Peoples Bancorp Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:July 30, 2021 By:/s/KATIE BAILEY
   Katie Bailey
   Executive Vice President,
   Chief Financial Officer and Treasurer



EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 1350
OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE*


In connection with the Quarterly Report of Peoples Bancorp Inc. (“Peoples Bancorp”) on Form 10-Q for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles W. Sulerzyski, President and Chief Executive Officer of Peoples Bancorp, and I, Katie Bailey, Executive Vice President, Chief Financial Officer and Treasurer of Peoples Bancorp, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Peoples Bancorp and its subsidiaries.

 
Date:July 30, 2021       By: /s/CHARLES W. SULERZYSKI
   Charles W. Sulerzyski
   President and Chief Executive Officer

Date:July 30, 2021       By:/s/KATIE BAILEY
   Katie Bailey
   Executive Vice President,
   Chief Financial Officer and Treasurer

 

* This certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section.  This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
 



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings