Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnJanuary 25, 2021 , following the unanimous recommendation of theGovernance and Nominating Committee , the Board of Directors ofPeoples Bancorp Inc. ("Peoples") electedMichael 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. OnJanuary 25, 2021 , the Board of Directors ofPeoples Bank , the banking subsidiary of Peoples, electedMr. Vittorio as a member of the Peoples Bank Board of Directors. In his capacity as a non-employee director of each ofPeoples andPeoples Bank ,Mr. Vittorio will receive compensation on the same basis as the other non-employee directors receive for their service on thePeoples and Peoples Bank Boards of Directors and the respective committees of the Peoples and Peoples Bank Boards of Directors. Any appointments ofMr. 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 inGlen 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 andThe First National Bank of Long Island onDecember 31, 2019 .Mr. Vittorio was employed byThe First National Bank of Long Island from 2002 to 2019 and has more than 45 years of banking experience. Peoples has determined that neitherMr. 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 thatMr. Vittorio qualifies as an "Independent Director" as defined in Rule 5605(a)(2) ofThe Nasdaq Stock Market's Corporate Governance Requirements. A copy of the press release announcingMr. 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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