8-K

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 6, 2021, at the Annual Shareholders' Meeting, shareholders of Peoples Bancorp of North Carolina, Inc. (the “Company”) approved an amendment to the Company’s Articles of Incorporation to implement a majority voting standard in uncontested elections of directors. A copy of the amendment was disclosed to shareholders in the proxy statement delivered to the Company's shareholders in connection with the Annual Meeting of Shareholders and filed by the Company with the Securities Exchange Commission on March 24, 2021.

The amendment to the Company’s Articles of Incorporation is attached hereto as Exhibit (3)(i)(d) and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders

(a)

Annual Shareholders’ Meeting – May 6, 2021

(b)

Directors elected at the meeting are as follows: James S. Abernethy, Robert C. Abernethy, Douglas S. Howard, John W. Lineberger, Jr., Gary E. Matthews, Billy L. Price, Jr. MD, Larry E. Robinson, William Gregory Terry, Dan Ray Timmerman, Sr. and Benjamin I. Zachary

At the May 6, 2021 Annual Shareholders’ Meeting the following items were submitted to a vote of shareholders:

1)

Election of Directors:

2)

Approval of an amendment to the Company’s Articles of Incorporation to implement a majority voting standard in uncontested elections of directors.

Votes For – 3,728,563; Votes Against – 531,331; Votes Abstained – 31,614; Broker Non-votes – 1,028,763

3) Ratification of appointment of Independent Registered Public Accountants – Elliott Davis, PLLC

Votes For – 5,316,666; Votes Against – 2,593; Votes Abstained – 1,012; Broker Non-votes – 0

(c)

Not applicable

Item 9.01. Financial Statements and Exhibits

(d)       Exhibits

(3)(i)(d) Amendment to Articles of Incorporation

pebk_ex3id

EXHIBIT (3)(i)(d)

AMENDMENT TO ARTICLES OF INCORPORATION,

AS AMENDED, OF PEOPLES BANCORP OF NORTH CAROLINA, INC.

This amendment to the Articles of Incorporation adds the following new Article IX immediately after the end of existing Article VIII:

ARTICLE IX

Each director shall be elected by a majority of the votes cast with respect to the director by the shares represented in person or by proxy and entitled to vote at any meeting for the election of directors at which a quorum is present; provided, however, that, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes represented in person or by proxy at any such meeting and entitled to vote in the election of directors. For purposes of this Article IX, (a) a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director; provided that neither abstentions nor broker non-votes will be deemed to be votes “for” or “against” a director’s election; and (b) a contested election shall mean any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected and the excess number is the result of a timely nomination by a shareholder or shareholders in accordance with the Corporation’s Bylaws, as determined by the Secretary of the Corporation. The filling of any vacancy occurring in the Board of Directors shall be in accordance with the Bylaws.