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 (Date of earliest event reported): ~~May~~July 239, 2012

Peoples Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland	0-24169	52-2027776
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(IRS Employer Identification No.)
(State or other jurisdiction of	(Commission file number)	(IRS Employer
incorporation or organization)		Identification No.)

P.O. Box 210, 100 Spring Avenue, Chestertown, Maryland 21620

(Address of principal executive offices) (Zip Code)

(410) 778-3500

(Registrant’s telephone number, including area code)

N/A

(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 obligations 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))

Item 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AtOn ~~the~~July ~~Annual~~9, ~~Meeting~~2012, ofThomas ~~Stockholders~~G. ofStevenson resigned ~~Peoples~~as ~~Bancorp,~~the ~~Inc.~~Chief ~~(the~~Executive ~~“Company”)~~Officer, ~~held~~President onand ~~May~~Chief ~~23,~~Financial ~~2012,~~Officer ~~the~~of ~~stockholders~~Peoples ~~voted~~Bancorp, onInc. (i) the ~~election~~“Company”) and of 12The ~~director nominees~~Peoples ~~(Proposal 1)~~Bank, ~~(ii)~~a ~~the~~subsidiary ~~approval~~ of ~~an amendment to~~ the Company’s ~~By-Laws~~ (~~Proposal~~the 2“Bank”),. ~~and~~The ~~(iii)~~boards ~~the ratification~~ of ~~the~~directors ~~appointment~~ of the Company’s ~~independent~~and ~~registered~~the ~~public accounting firm for fiscal year 2012~~ Bank (~~Proposal~~collectively, 3the “Board”). ~~These matters~~have ~~were~~initiated ~~submitted to~~ a ~~vote~~search ~~through~~for ~~the~~a ~~solicitation~~successor ~~of proxies~~candidate. ~~The results of the votes are set forth below:~~

~~Proposal~~In 1connection -with ToMr. ~~elect~~Stevenson’s resignation, 12the ~~individuals~~Board appointed H. Lawrence Lyons to serve as ~~directors~~the ~~until~~interim Chief Executive Officer, President and Chief Financial Officer of the ~~2013~~Company ~~Annual~~and ~~Meeting~~the Bank. Mr. Lyons, age 60, has served as an Executive Vice President of ~~Stockholders~~the Company and ~~until~~of ~~their~~the ~~successors~~Bank since ~~are~~May ~~duly~~23, ~~elected~~2001. In that capacity, he has been in charge of operations and ~~qualify~~has managed the Bank’s non-deposit product sales program. Prior to May 2001, he served as Senior Vice President of the Company and of the Bank.

Director Nominee	For	Withheld	Abstain	Broker Non-Votes
E. Jean Anthony	504,139	2,860	949	30,050
Robert W. Clark, Jr.	506,899	100	949	30,050
LaMonte E. Cooke	506,789	210	949	30,050
Gary B. Fellows	506,999	0	949	30,050
Herman E. Hill, Jr.	501,391	5,608	949	30,050
Patricia Joan Ozman Horsey	506,089	910	949	30,050
P. Patrick McClary	501,439	5,560	949	30,050
Alexander P. Rasin, III	502,415	4,584	949	30,050
Stefan R. Skipp	506,999	0	949	30,050
Thomas G. Stevenson	506,999	0	949	30,050
Elizabeth A. Strong	506,999	0	949	30,050
William G. Wheatley	506,999	0	949	30,050

Applicable banking laws and regulations require the Bank to notify the Federal Deposit Insurance Corporation (the “FDIC”) before adding or replacing any director, employing any person as a senior executive officer, or changing the responsibilities of any existing senior executive officer, and the FDIC has the authority to object to such additions or changes. Both Mr. Lyons’ appointment and the appointment of any candidate to serve on a permanent basis are subject to this requirement.

~~Proposal~~Neither the Company nor the Bank entered 2into, –adopted, Toor ~~approve~~otherwise ancommenced ~~amendment~~a tomaterial ~~the~~compensatory ~~Company~~plan, contract or arrangement in connection with Mr. Stevenson’s resignation ~~By-Laws~~or toMr. ~~clarify~~Lyons’ ~~Article~~appointment, ~~III~~nor ~~relating~~did tothey ~~the~~materially ~~duties~~amend ofor ~~certain~~modify ~~officers~~any existing plan, contract or arrangement or make any material grant or award thereunder.

For	Against	Abstain	Broker Non-Votes
525,562	4,352	2,176	5,908

SIGNATURES

~~Proposal 3~~Pursuant -to Tothe ~~ratify~~requirements of the ~~appointment~~Securities Exchange Act of ~~Rowles~~1934, &the ~~Company,~~registrant ~~LLP~~has asduly ~~the~~caused ~~Company’s~~this ~~independent~~report ~~registered~~to ~~public~~be ~~accounting~~signed ~~firm for~~on ~~fiscal~~its ~~year~~behalf ~~2012~~by the undersigned hereunto duly authorized.

For	Against	Abstain	Broker Non-Votes
		PEOPLES BANCORP, INC.
526,696	6,467	1,027	3,808
Dated: July 12, 2012		By:	H. Lawrence Lyons
			H. Lawrence Lyons
			Interim President, CEO and CFO

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.
Dated: May 24, 2012	By:	/s/ Thomas G. Stevenson
		Thomas G. Stevenson
		President, CEO and CFO

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