Peoples Bancorp of North Carolina Inc. (PEBK) 2016年年度报告「NASDAQ」.pdf

1、Notice of 2017 Annual Meeting,Proxy Statement and Annual Report i PEOPLES BANCORP OF NORTH CAROLINA,INC.PROXY STATEMENT Table of Contents Page Notice of 2017 Annual Meeting of Shareholders.iii Proxy Statement.1 Information About The Annual Meeting.1 Security Ownership Of Certain Beneficial Owners an

2、d Management.5 Section 16(a)Beneficial Ownership Reporting Compliance.7 Proposal 1-Election of Directors.7 Director Nominees.8 Executive Officers of the Company.10 How often did our Board of Directors meet during 2016?.10 What is our policy for director attendance at Annual Meetings?.10 How can you

3、communicate with the Board or its members?.10 Board Leadership Structure and Risk Oversight.11 Code of Business Conduct and Ethics.11 Diversity of the Board of Directors.11 How can a shareholder nominate someone for election to the Board of Directors?.12 Who serves on the Board of Directors of the B

4、ank?.12 Board Committees.12 Executive Committee.12 Governance Committee.12 Audit and Enterprise Risk Committee.13 Compensation Discussion and Analysis.14 Summary Compensation Table.17 Grants of Plan-Based Awards.19 Outstanding Equity Awards at Fiscal Year End.19 Option Exercises and Stock Vested.20

5、Pension Benefits.20 Nonqualified Deferred Compensation.21 Employment Agreements.21 Potential Payments upon Termination or Change in Control.22 Omnibus Stock Option and Long Term Incentive Plan.22 Director Compensation.25 Indebtedness of and Transactions with Management and Directors.26 Equity Compen

6、sation Plan Information.28 Stock Performance Graph.29 Proposal 2-Ratification of Selection of Independent Registered Public Accounting Firm.30 ii Audit Fees Paid to Independent Auditors.30 Date for Receipt of Shareholder Proposals.31 Other Matters.31 Miscellaneous.31 Appendix A Annual Report.32 iii