8-K

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):     April 21, 2020

Peoples Bancorp of North Carolina, Inc.

(Exact Name of Registrant as Specified in Its Charter)

North Carolina

(State or Other Jurisdiction of Incorporation)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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))

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Item 8.01. Other Events

On April 21, 2020, Peoples Bancorp of North Carolina, Inc. issued a press release announcing changes to the Company’s Annual Meeting of Shareholders due to public gathering limitations associated with the COVID-19 pandemic.

A copy of the press release is attached hereto as Exhibit (99)(a) and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d)           Exhibits

(99)(a)    Press Release dated April 21, 2020

Disclosure about forward-looking statements

Statements made in this Form 8-K, other than those concerning historical information, should be considered forward-looking statements pursuant to the safe harbor provisions of the Securities Exchange Act of 1934 and the Private Securities Litigation Act of 1995. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management and on the information available to management at the time that this report was prepared. These statements can be identified by the use of words like “expect,” “anticipate,” “estimate,” and “believe,” variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, changes in interest rate environment, management’s business strategy, national, regional, and local market conditions and legislative and regulatory conditions.

The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission.

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pebk_ex99a

Exhibit 99(a)

Contact:

Lance A. Sellers

President and Chief Executive Officer

A. Joseph Lampron, Jr.

Executive Vice President and Chief Financial Officer

828-464-5620, Fax: 828-465-6780

For Immediate Release

PEOPLES BANCORP ANNOUNCES PLAN TO ALLOW PARTICIPATION AT ANNUAL MEETING BY PHONE

Peoples Bancorp of North Carolina, Inc. (Nasdaq: PEBK), the parent company for Peoples Bank, Newton, North Carolina announced today that, as a result of the existing COVID-19 crisis and resulting guidance and limitations regarding public gatherings, its Board of Directors has approved a plan to limit the number of persons who may physically attend in person the Annual Meeting of Shareholders scheduled for 11:00 a.m., Eastern Time on May 7, 2020, at the Catawba Country Club in Newton, North Carolina and to allow shareholders to participate in the meeting by telephone conference call.

Lance A. Sellers, President and Chief Executive Officer of the Company, stated: “Circumstances have changed since the mailing of our Notice of Annual Meeting and Proxy Statement, and as noted in our proxy materials, we have been closely monitoring the public health and travel concerns as well as state government restrictions due to COVID-19. Pursuant to Executive Orders issued by North Carolina Governor Roy Cooper and currently available information from infectious disease experts, and in order to protect the health and safety of our employees and shareholders, we will be unable to allow more than ten (10) shareholders to physically attend the meeting, and we have cancelled our annual shareholders luncheon. We will hold a business-only meeting at the previously scheduled time on May 7, 2020 to address the proposals described in our Proxy Statement, and participation is being made available to shareholders by telephone conference call.

Shareholders desiring to participate in the May 7, 2020 shareholders meeting, must email the Company’s Assistant Corporate Secretary, Krissy Price, kprice@peoplesbanknc.com, on or before 5:30 p.m., Eastern Time, on Wednesday, May 6, 2020, stating (1) that they desire to participate in the meeting and (2) the number of shares of the Company’s common stock that they held of record as of March 6, 2020. In a reply email, those shareholders will be provided the information which will enable them to join in the telephone conference call through which remote participation in the meeting will be available. In addition, rules of conduct for remote participation in the meeting will be provided in the response email. Shareholders are encouraged to vote their shares prior to the meeting, as directed on the proxy cards received by them.

The Company thanks its shareholders for understanding these necessary changes and wishes its shareholders well during these unique times.

Peoples Bank currently operates 19 banking offices entirely in North Carolina, with offices in Catawba, Alexander, Lincoln, Mecklenburg, Iredell and Wake counties. Peoples Bank also operates loan production offices in Lincoln, Mecklenburg and Durham counties. The Company’s common stock is publicly traded and is quoted in the NASDAQ Global Market under the symbol “PEBK”.