Peoples Bancorp of North Carolina Inc. Files Definitive Proxy Statement

TL;DR

<b>Peoples Bancorp of North Carolina, Inc. has filed its Definitive Proxy Statement for the 2024 Annual Meeting.</b>

AI Summary

PEOPLES BANCORP OF NORTH CAROLINA INC (PEBK) filed a Proxy Statement (DEF 14A) with the SEC on March 27, 2024. Peoples Bancorp of North Carolina, Inc. filed a Definitive Proxy Statement (DEF 14A). The filing is dated March 27, 2024. The company's Central Index Key is 0001093672. The SIC code for the company is 6022 (State Commercial Banks). The filing includes information about the 2024 Annual Meeting, Director Nominees, and Executive Compensation.

Why It Matters

For investors and stakeholders tracking PEOPLES BANCORP OF NORTH CAROLINA INC, this filing contains several important signals. This filing provides shareholders with essential information regarding the upcoming annual meeting, including director nominations and executive compensation details, enabling informed voting decisions. As a DEF 14A filing, it signifies the final version of the proxy materials being sent to shareholders, indicating the company is proceeding with its annual meeting and related proposals.

Risk Assessment

Risk Level: low — PEOPLES BANCORP OF NORTH CAROLINA INC shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the proxy statement to understand director nominees, executive compensation, and any proposals to be voted on at the upcoming annual meeting.

Key Numbers

• 2024 — Annual Meeting Year (Notice of 2024 Annual Meeting)
• 2023 — Compensation Year (2023 Compensation Disclosure Ratio)
• 14(a) — Securities Exchange Act Section (Proxy Statement Pursuant to Section 14(a))
• 1934 — SEC Act Year (Securities Exchange Act of 1934)

Key Players & Entities

• PEOPLES BANCORP OF NORTH CAROLINA INC (company) — Registrant Name
• 0001093672 (company) — Central Index Key
• 6022 (company) — Standard Industrial Classification
• NC (company) — State of Incorporation
• 1231 (company) — Fiscal Year End
• 8284645620 (company) — Business Phone
• 20240327 (date) — Filing Date
• 20240318 (date) — Period of Report

FAQ

Industry Context

Peoples Bancorp of North Carolina, Inc. operates as a commercial bank, providing financial services within its region.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

What Investors Should Do

1. Review the director nominees and their qualifications.
2. Analyze the executive compensation details and rationale.
3. Understand any proposals being presented for shareholder vote.

Key Dates

• 2024-03-27: Filing Date — Definitive Proxy Statement filed

Year-Over-Year Comparison

This is the initial filing of the Definitive Proxy Statement for the 2024 Annual Meeting.

Filing Documents

• pebk_def14a.htm (DEF 14A) — 3418KB
• pebk_def14aimg11.jpg (GRAPHIC) — 10KB
• pebk_def14aimg12.jpg (GRAPHIC) — 159KB
• pebk_def14aimg13.jpg (GRAPHIC) — 128KB
• pebk_def14aimg2.jpg (GRAPHIC) — 3KB
• pebk_def14aimg7.jpg (GRAPHIC) — 30KB
• pebk_def14aimg8.jpg (GRAPHIC) — 32KB
• pebk_def14aimg9.jpg (GRAPHIC) — 4KB
• 0001654954-24-003699.txt (&nbsp;) — 3924KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 7 PROPOSAL 1 ELECTION OF DIRECTORS 7 Director Nominees 7 Executive Officers of the Company 10 How often did our Board of Directors meet during 2023? 11 What is our policy for director attendance at Annual Meetings? 11 How can you communicate with the Board or its members? 11 Board Leadership Structure and Risk Oversight 11 Code of Business Conduct and Ethics 12 Diversity of the Board of Directors 13 How can a shareholder nominate someone for election to the Board of Directors? 13 Who serves on the Bank Board? 13 Board Committees 13 Compensation Discussion and Analysis 15 Compensation Committee Processes and Procedures 15 Compensation Philosophy 16 Elements of the Executive Compensation Program 16 Clawback Policy and Amendments to Employment Agreements 18 2023 Compensation Disclosure Ratio of the Median Annual Total Compensation of All Company Employees to the Annual Total Compensation of the Company's Chief Executive Officer 18

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 20 Summary Compensation Table 20 Outstanding Equity Awards at Fiscal Year End 21 Option Exercises and Stock Vested 21 Pension Benefits 21 Employment Agreements 22 Potential Payments upon Termination or Change in Control 23 Omnibus Plans 23 Pay Versus Performance 24 Financial Performance Measures 26 Analysis of the Information Presented in the Pay Versus Performance Table 26 Compensation Actually Paid and Company TSR 26 Compensation Actually Paid and Net Income 27 Director Compensation 28 Indebtedness of and Transactions with Related Persons 30 Equity Compensation Plan Information 30 i PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 31 Audit Fees Paid to Independent Auditors 31 DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS 32 OTHER MATTERS 32 MISCELLANEOUS 32 Appendices Appendix A – Annual Report ii Table of Contents PEOPLES BANCORP OF NORTH CAROLINA, INC. Post Office Box 467 518 West C Street Newton, North Carolina 28658-0467 (828) 464-5620 NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders (the " Annual Meeting ") of Peoples Bancorp of North Carolina, Inc. (the " Company ") will be held virtually on May 2, 2024 at 11:00 a.m., Eastern Time. The purpose of the Annual Meeting is to consider and vote upon the following proposals: To elect 11 persons to serve as members of the Board of Directors until the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified; To ratify the appointment of FORVIS, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; and to consider and act on any other matters that may properly come before the Annual Meeting or any adjournment thereof. We will again hold our Annual Meeting in a "virtual only" format, via live audio w

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The Securities Exchange Act of 1934, as amended (the " Exchange Act ") requires that any person who acquires the beneficial ownership of more than five percent (5%) of the Company's common stock notify the Securities and Exchange Commission (the " SEC ") and the Company. Following is certain information, as of the Record Date, regarding those persons or groups who held of record, or who are known to the Company to own beneficially, more than five percent (5%) of the Company's outstanding common stock. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class 1 Robert C. Abernethy Post Office Box 366 Newton, NC 28658 381,109 2 6.99% Fourthstone LLC 536,7253 9.84% 575 Maryville Centre Drive Suite 110 Saint Louis, MO 63141 Strategic Value Bank Partners LLC 300,8014 5.51% 127 Public Square, Suite 1510 Cleveland, OH 44114 ________________________ 1 Based upon a total of 5,455,999 shares of common stock outstanding as of the Record Date. 2 Includes 7,416 shares of common stock owned by Mr. R. Abernethy's spouse, for which Mr. R. Abernethy disclaims beneficial ownership. Includes 47,994 shares of common stock owned by the Estate of Christine S. Abernethy for which Mr. R. Abernethy serves as a co-executor. Mr. R. Abernethy is the President, Secretary and Treasurer of Carolina Glove Company, Inc. Also includes 12,351 shares of common stock held in Rabbi Trust associated with the Bank's deferred compensation plan, under which a director may defer all or a portion of his or her fees. 3 Based on the schedule 13G filed by Fourthstone LLC with the SEC on February 14, 2024. The filing indicates that Fourthstone LLC has: sole voting power over 0 shares; shared voting power over 536,725 shares; sole dispositive power over 0 shares; and shared dispositive power over 536,725. 4 Based on the schedule 13G filed by Strategic Value Bank Partners LLC w

View Full Filing

View this DEF 14A filing on SEC EDGAR