Peoples Bancorp (PEBO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 23, 2026, with shareholders voting on the election of eleven directors, a non-binding advisory resolution on executive compensation, and the ratification of Ernst & Young LLP as the independent auditor for 2026.

• Shareholders of record as of February 23, 2026, are entitled to vote, with 35,917,291 common shares outstanding.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eleven directors for one-year terms, (2) approval of executive compensation (say-on-pay), and (3) ratification of Ernst & Young LLP as auditor.

• Shareholder proposals for the 2027 annual meeting must be submitted by November 13, 2026, for inclusion in proxy materials.

• Universal proxy rules and procedures for director nominations and proposals are detailed.

Board of directors and corporate governance

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

• Directors are elected annually, and a majority vote standard applies, requiring directors receiving more votes against than for to tender resignations.

• Five standing committees: Audit, Compensation, Executive, Governance and Nominating, and Risk, each chaired by an independent director.

• Board skills matrix highlights expertise in business ownership, audit, M&A, banking, risk management, compensation, governance, legal, IT/cybersecurity, and analytics.