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): March 36, 2015

NB&T FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

OHIO

0-23134

31-1004998

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

I.D. No.)

48 N. South Street, Wilmington, Ohio 45177

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (937) 382-1441

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 (see General Instruction A.2. below):

¨	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 52.~~07.~~01 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

~~(a)~~ On March 36, 2015, apursuant ~~Special~~to ~~Meeting of~~ the ~~shareholders~~previously ofannounced ~~NB&T Financial Group, Inc. (the “Company”) was held. The shareholders adopted and approved the~~ Agreement and Plan of Merger, dated as of August 4, 2014, by(the ~~and~~“Merger Agreement”), between ~~Peoples Bancorp Inc., and~~ NB&T Financial Group, Inc., an Ohio corporation (the “~~Merger Agreement~~Company”), and ~~approved,~~Peoples onBancorp Inc., an ~~advisory~~Ohio corporation (~~non-binding~~“Peoples”) ~~basis~~, ~~specified~~the ~~compensation~~Company ~~that~~merged ~~may~~with ~~become~~and ~~payable~~into toPeoples ~~the~~with ~~named~~Peoples ~~executive~~continuing ~~officers~~as of the ~~Company~~surviving incorporation (the ~~connection~~“Merger”). ~~with~~Immediately after the ~~merger.~~Merger, The ~~shareholders had~~National ~~also~~Bank ~~been~~and ~~solicited~~Trust toCompany, ~~vote~~a towholly-owned ~~approve~~subsidiary ~~an adjournment~~ of the ~~Special Meeting~~Company, ifmerged ~~necessary,~~with toand ~~solicit~~into ~~additional~~People ~~proxies~~Bank, ifNational ~~there~~Association, ~~were~~a ~~insufficient~~wholly-owned ~~votes~~subsidiary ~~at the time~~ of ~~the~~Peoples, ~~Special~~with ~~Meeting~~Peoples ~~to adopt and approve the Merger Agreement~~Bank, ~~but such~~ ~~adjournment~~National ~~was~~Association ~~not~~continuing ~~necessary~~as ~~and no vote on~~ the ~~adjournment~~surviving ~~proposal was held~~bank.

OfPursuant to the 3terms and conditions set forth in the Merger Agreement,~~441,496~~ ~~common~~each ~~shares~~outstanding ofshare of the Company’s ~~outstanding~~common ~~and~~stock, ~~entitled~~no ~~to be~~par ~~voted~~value atper ~~the~~share ~~Special~~(“Company ~~Meeting,~~Common 2Stock”),~~733,994~~ ~~shares~~held ~~were~~immediately ~~present~~prior atto the ~~Special~~effective ~~Meeting~~time inof ~~person~~the orMerger bywas ~~proxy.~~converted ~~The~~into ~~final~~the ~~voting~~right ~~results~~to ~~for~~receive ~~each~~$7.75 ~~matter~~in ~~submitted~~cash toand a0.9319 ~~vote~~shares of ~~the~~Peoples ~~shareholders~~common atstock, no ~~the~~par ~~Special~~value ~~Meeting~~per ~~are~~share as(“Peoples ~~follows:~~Common Stock”), without interest (the “Merger Consideration”).

~~Item 1:~~Peoples ~~The~~will ~~adoption~~not ~~and~~issue ~~approval~~any fractional shares of common stock in connection with the ~~Agreement~~Merger. ~~and~~Instead, ~~Plan~~each holder of ~~Merger~~Company ~~dated~~Common asStock who would otherwise be entitled to receive a fraction of ~~August 4~~a share of Peoples Common Stock (after taking into account all shares of Company Common Stock owned by such holder at the effective time of the Merger) will receive cash, ~~2014~~without interest, byin ~~and~~an ~~between~~amount equal to the fractional share of Peoples ~~Bancorp~~Common ~~Inc~~Stock to which such holder would otherwise be entitled to multiplied by $23.73, ~~and~~which ~~NB&T~~was the ~~Financial~~average ~~Group~~closing sale price of Peoples Common Stock for the 10 consecutive trading days immediately preceding the effective date of the Merger, ~~Inc~~as computed under the terms of the Merger Agreement.

For		Against		Abstain		Broker Non-votes
2,686,259		25,236		22,498		-0-

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated in this Current Report on Form 8-K by reference as Exhibit 2.

Item 2: ~~The~~3.01 ~~approval,~~Notice ~~on an advisory (non-binding) basis,~~ of ~~specified~~Delisting ~~compensation~~or ~~that~~Failure ~~may become payable~~ to ~~the~~Satisfy ~~named executive~~a ~~officers~~Continued ofListing ~~the~~Rule ~~Company~~or inStandard, ~~connection~~Transfer ~~with~~of ~~the merger~~Listing. ~~The voting results were as follows:~~

For		Against		Abstain		Broker Non-votes
2,583,311		98,716		51,967		-0-

In connection with the consummation of the Merger, on March 6, 2015, the Company notified the NASDAQ Capital Market (“NASDAQ”) that, upon consummation of the Merger, the Company would be merged with and into Peoples and each share of Company Common Stock outstanding immediately prior to the Merger would be converted into and become exchangeable for the Merger Consideration and requested that NASDAQ file with the Securities and Exchange Commission a notification of removal from listing on Form 25 to report that shares of Company Common Stock are no longer listed on NASDAQ.

~~SIGNATURES~~The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.

~~Pursuant~~Item to3.03 ~~the~~Material ~~requirements~~Modification ofto ~~the~~Rights ~~Securities Exchange Act~~ of ~~1934,~~Security ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~Holders.

~~NB&T~~On ~~Financial~~March 6, ~~Group~~2015, ~~Inc.~~effective ~~By:~~upon ~~/s/~~the ~~Craig~~consummation F.of ~~Fortin~~the ~~Craig~~Merger, F.holders ~~Fortin~~of ~~Chief~~Company ~~Financial~~Common ~~Officer~~Stock ceased to have any rights as shareholders of the Company and were entitled only to receive the Merger Consideration.

~~Date:~~The ~~March~~information set forth under Item 4,2.01 ~~2015~~and Item 3.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.01 Changes in Control of the Registrant.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 6, 2015, effective upon the consummation of the Merger, all of the Company’s directors and executive officers ceased serving in such capacities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

2		Agreement and Plan of Merger, dated as of August 4, 2014, by and between Peoples Bancorp Inc. and NB&T Financial Group, Inc. (incorporated by reference to Exhibit 2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2014).

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.
(as successor to NB&T Financial Group, Inc.)

By:		/s/ EDWARD G. SLOANE
		Edward G. Sloane
		Executive Vice President, Chief Financial Officer and Treasurer

Date: March 10, 2015

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