Shareholder Vote

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: April 30, 2024 PEOPLES BANCORP INC. (Exact name of Registrant as specified in its charter) Ohio 000-16772 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common shares, without par value PEBO The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07      Submission of Matters to a Vote of Security Holders On April 25, 2024, Peoples Bancorp Inc. (“Peoples”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) with 26,794,233 (75%) of the 35,493,152 common shares outstanding and entitled to vote on the February 26, 2024 record date represented in person or by proxy. Eleven directors of Peoples were elected to serve terms of one year each: S. Craig Beam, David F. Dierker, W. Glenn Hogan, Brooke W. James, Susan D. Rector, Kevin R. Reeves, Carol A. Schneeberger, Frances A. Skinner, Dwight E. Smith, Michael N. Vittorio, and Tyler J. Wilcox. The following is a summary of the voting results:        Nominee       For Withheld Abstentions    Broker Non-Votes S. Craig Beam 21,087,853 265,847 not applicable 5,440,533 David F. Dierker 20,721,455 632,245 not applicable 5,440,533 W. Glenn Hogan 21,084,796 268,904 not applicable 5,440,533 Brooke W. James 20,683,752 669,948 not applicable 5,440,533 Susan D. Rector 20,532,967 820,733 not applicable 5,440,533 Kevin R. Reeves 20,647,905 705,795 not applicable 5,440,533 Carol A. Schneeberger 13,008,694 8,345,005 not applicable 5,440,533 Francis A. Skinner 21,032,635 321,065 not applicable 5,440,533 Dwight E. Smith 20,711,204 642,496 not applicable 5,440,533 Michael N. Vittorio 21,038,899 314,801 not applicable 5,440,533 Tyler J. Wilcox 21,168,736 184,964 not applicable 5,440,533     Also at the Annual Meeting, Peoples' shareholders: (1) approved, in a non-binding advisory vote, the compensation of Peoples' named executive officers as disclosed in Peoples' proxy statement for the Annual Meeting; and (2) advised, in a non-binding advisory vote, that the frequency of shareholder votes on the compensation of Peoples’ named executive officers should occur every year, and (3) ratified the appointment of Ernst & Young LLP as Peoples’ independent registered public accounting firm for the fiscal year ending December 31, 2024. The following is a summary of the voting results:  Proposal For Against Abstention   Broker Non-Votes Non-binding advisory vote on executive compensation 20,623,659 454,666 275,374 5,440,533 Proposal Every 1 year Every 2 years Every 3 years Abstentions Broker Non-Votes Non-binding advisory vote on frequency of shareholder votes on executive compensation 18,396,197  195,391  2,589,572  172,540  5,440,533  Proposal For Against Abstentions Broker Non-Votes Ratification of the appointment of independent registered public accounting firm 26,132,126 509,160 152,947 —   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: April 30, 2024 By:/s/ KATIE BAILEY Katie Bailey Executive Vice President, Chief Financial Officer and Treasurer