Item 5.02   Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2021, following the unanimous recommendation of the Governance
and Nominating Committee, the Board of Directors of Peoples Bancorp Inc.
("Peoples") elected Michael N. Vittorio as a director of Peoples. Mr. Vittorio
will serve as a director of Peoples for an initial term ending at Peoples 2021
Annual Meeting of Shareholders. On January 25, 2021, the Board of Directors of
Peoples Bank, the banking subsidiary of Peoples, elected Mr. Vittorio as a
member of the Peoples Bank Board of Directors.
In his capacity as a non-employee director of each of Peoples and Peoples Bank,
Mr. Vittorio will receive compensation on the same basis as the other
non-employee directors receive for their service on the Peoples and Peoples Bank
Boards of Directors and the respective committees of the Peoples and Peoples
Bank Boards of Directors. Any appointments of Mr. Vittorio to committees will be
determined at a later date.
Mr. Vittorio is the former President and CEO of The First of Long Island
Corporation and its banking subsidiary, The First National Bank of Long Island,
each headquartered in Glen Head, New York. He also served on the Boards of
Directors of both entities until his retirement. Mr. Vittorio retired from his
positions as President and CEO of each of The First of Long Island Corporation
and The First National Bank of Long Island on December 31, 2019. Mr. Vittorio
was employed by The First National Bank of Long Island from 2002 to 2019 and has
more than 45 years of banking experience.
Peoples has determined that neither Mr. Vittorio nor any of his immediate family
members has had (or proposes to have) a direct or indirect interest in any
transaction in which Peoples or any of Peoples' subsidiaries was (or is proposed
to be) a participant, that would be required to be disclosed under Item 404(a)
of Securities and Exchange Commission Regulation S-K. Peoples has also
determined that Mr. Vittorio qualifies as an "Independent Director" as defined
in Rule 5605(a)(2) of The Nasdaq Stock Market's Corporate Governance
Requirements.
A copy of the press release announcing Mr. Vittorio's election to the Peoples
Board of Directors is included as Exhibit 99 to this Current Report on Form 8-K
and incorporated herein by reference.

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