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 29, 2015

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

50 North Third Street, P.O. Box 3500, Newark, Ohio	43058-3500
(Address of principal executive offices)	(Zip Code)

(740) 349-8451

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Election of New Directors

On April 27, 2015, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the "Park Board") of Park National Corporation ("Park") elected Julia A. Sloat to fill the vacancy in the class of directors whose terms are to expire at the 2018 Annual Meeting of Shareholders of Park. Ms. Sloat’s election will be effective June 1, 2015. On April 27, 2015, the Board of Directors of The Park National Bank also elected Ms. Sloat as a director, effective June 1, 2015. On April 27, 2015, the Park Board also appointed Ms. Sloat to serve as a member of each of the Investment Committee and the Risk Committee of the Park Board, with each such appointment to be effective upon her becoming a director of Park. Ms. Sloat is Senior Vice President and Treasurer at American Electric Power, located in Columbus, Ohio.

Additionally, on April 27, 2015, upon the recommendation of its Nominating and Corporate Governance Committee, the Park Board approved an increase in the number of directors to 13 and elected Alicia Sweet Hupp to fill the vacancy created by the increase. Ms. Hupp's election to the class of directors whose terms are to expire at the 2017 Annual Meeting of Shareholders of Park will be effective June 1, 2015. On April 27, 2015, the Park Board also appointed Ms. Hupp to serve as a member of each of the Audit Committee and the Nominating and Corporate Governance Committee of the Park Board, with each such appointment to be effective upon her becoming a director of Park. Ms. Hupp is President, Chief Executive Officer and Chairman of the Board at Sweet Manufacturing Company, located in Springfield, Ohio. Ms. Hupp has served as a member of the Advisory Board for the Security National Bank Division of The Park National Bank since March 2012.

The Park Board has affirmatively determined that Ms. Sloat and Ms. Hupp meet the applicable standards for an “independent director” under Section 803A of the NYSE MKT LLC (“NYSE MKT”) Company Guide and that they do not have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Park. In addition, the Park Board has affirmatively determined that Ms. Hupp meets the independence standards applicable to members of the Audit Committee of the Park Board. Ms. Hupp will also satisfy the financial sophistication requirements of Section 803B of the NYSE MKT Company Guide.

During the fiscal year ended December 31, 2014 and the period from January 1, 2015 through the date of this Current Report on Form 8-K, Ms. Hupp, members of her immediate family and entities with which they are affiliated, were customers of and had banking relationships with The Park National Bank and/or one of its divisions in the ordinary course of business and in compliance with applicable federal and state laws and regulations. It is expected that similar banking transactions will be entered into in the future.

As non-employee directors, Ms. Sloat and Ms. Hupp will receive compensation in the same manner as Park’s other non-employee directors, which compensation Park previously disclosed in its definitive proxy statement for Park's 2015 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 2, 2015.

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

(a) Park held its 2015 Annual Meeting of Shareholders (the "2015 Annual Meeting") on April 27, 2015. At the close of business on the February 27, 2015 record date, 15,370,891 Park common shares were outstanding and entitled to vote. At the 2015 Annual Meeting, 12,714,778, or 82.71%, of the outstanding Park common shares entitled to vote were represented by proxy or in person.

(b) (i) Directors elected at the 2015 Annual Meeting for a three-year term to expire at the 2018 Annual Meeting of Shareholders and the vote with respect to each such director (there were no other nominees):

	Number of Votes
	For	Against	Broker Non-Votes	Abstentions
F. William Englefield IV	9,774,524	42,500	2,839,527	58,227
David L. Trautman	9,802,019	37,386	2,839,527	35,846
Leon Zazworsky	9,766,873	54,855	2,839,527	53,523

(ii) With respect to the vote to approve the non-binding advisory resolution to approve the compensation of Park's named executive officers as disclosed in the proxy statement for the 2015 Annual Meeting:

Number of Votes
For	Against	Broker Non-Votes	Abstentions
9,050,229	283,362	2,839,527	541,660

(iii) With respect to the vote to ratify the appointment of Crowe Horwath LLP as Park's independent registered public accounting firm for the fiscal year ending December 31, 2015:

Number of Votes
For	Against	Broker Non-Votes	Abstentions
12,587,739	74,939	—	52,100

[Remainder of page intentionally left blank;

signature page follows.]

SIGNATURE

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.

	PARK NATIONAL CORPORATION
Dated: April 29, 2015	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

INDEX TO EXHIBITS

Current Report on Form 8-K

Dated April 29, 2015

Park National Corporation

Exhibit No.Description

99.1 News Release issued by Park National Corporation on April 29, 2015 regarding the appointment of William T. McConnell as Director Emeritus and the Election of Alicia Hupp and Julie Sloat to the Board of Directors

EX-99.1

April 29, 2015    Exhibit 99.1

Park National Corporation appoints McConnell Director Emeritus

and elects Hupp and Sloat to board of directors

NEWARK, Ohio – After 55 years of service to Park National Corporation (Park), Past Chairman William T. McConnell was named director emeritus for Park National Corporation’s board of directors at Park’s annual shareholder meeting on April 27, 2015. The board also officially expressed its deep respect and gratitude by adopting a resolution in recognition of McConnell’s extraordinary service to the organization. He has been a director of The Park National Bank since 1977 and a director of Park National Corporation since 1987.

McConnell began his career at The Park National Bank in 1960, and quickly advanced through Park’s leadership ranks. In 1979, he was elected president of The Park National Bank, and added chief executive officer (CEO) to his title in 1983. Beginning in 1985, he initiated Park’s expansion to other Ohio markets. In 1987, he became president and CEO of Park National Corporation. He served as chairman and CEO of Park National Corporation from 1994 to 1999, retained his position as chairman until 2005, and served as chairman of the executive committee until 2014.

Under McConnell’s leadership, Park received many accolades, including recognition in 1998 as the fifth best mid-sized bank in the United States (US Banker Magazine). He was elected by his industry peers to be president of the state bank association in 1981. He was elected to lead the American Bankers Association in 1997, bringing considerable honor and prestige to Park.

In December, 2010, McConnell received the Ohio Bankers League Pioneer in Banking Award. Mike Van Buskirk, Ohio Bankers League president and chief executive officer, said, “Bill McConnell is credited by many around the country for developing and proving the concept of what has become known as the super community bank. Growing Park into an Ohio banking leader, he understood the critical importance of the most basic building block - people. Recruiting and developing people with real ability were hallmarks of his leadership.”

Upon announcing McConnell’s pending retirement, Park Chairman C. Daniel DeLawder said, “After 55 years of service to the Park National organization, we want to express our profound gratitude for all that Bill has given us. He is a man of impeccable integrity, quick witted and smart as a whip. Bill’s forward-thinking style and superb leadership shaped this organization into what it is today. Individuals here at Park National, within our larger community and those exposed to the broader role he played within our industry at the state and national level have relied on his counsel and benefitted from his support. It’s an honor to call him a friend.”

Park President and CEO David L. Trautman echoed those sentiments and shared this statement from Park’s 2014 annual report - “Unmatched, unparalleled, unequaled…Bill McConnell.”

Julie Sloat and Alicia Sweet Hupp join Park Board

Park’s board also elected two new directors at its annual meeting. “We are very excited to welcome Julie Sloat and Alicia Sweet Hupp to our board,” Trautman said. “Julie brings extensive experience from her position in Columbus

serving one of our nation’s largest public utility companies. Her skills will be a great asset to Park and her dedication to community involvement fits perfectly within our culture.”

“As a board member for one of our largest affiliate banks, Alicia is already familiar with our brand and values,” Trautman continued. “Her proven talent for leadership and deep understanding of successful business operations will be a highly valuable viewpoint added to the Park board, and we look forward to working with her more closely in the future.”

Julie Sloat is senior vice president and treasurer, responsible for American Electric Power’s treasury, trusts and investment activities. She was elected to the Park board of directors for a three-year term. Sloat’s leadership experience at AEP includes corporate finance, treasury operations, regulatory case management, strategic initiatives, economic forecasting, and credit risk management. She also served as vice president of corporate finance and investor relations at Tween Brands Inc. and has several years of experience in the both the banking and investment management industries.

Sloat earned both a bachelor’s degree and master’s degree in business administration from The Ohio University. In the community she serves as board member for Goodwill Columbus, is an Executive Champ for the AEP Peloton, and served as a board member for Girl Scouts of Ohio’s Heartland from 2009 to 2015.

Alicia Sweet Hupp is president and chief executive officer of Sweet Manufacturing Company, which was founded in 1955 in Springfield, Ohio. She officially accepted leadership of her family’s growing company in 1996, and was instrumental in advancing the company’s international sales operations. She was elected to the Park board of directors for a two-year term. Since 2012, Hupp has served on the advisory board for Security National Bank, a division the Park National Bank. She earned a bachelor's degree in business administration from Wittenberg University and now serves on the university's board of directors. She is also a board member for the Clark County Chamber of Commerce.

About Park National Corporation

Headquartered in Newark, Ohio, Park National Corporation had $7.3 billion in total assets (as of March 31, 2015). The Park organization principally consists of 11 community bank divisions, a non-bank subsidiary and two specialty finance companies. Park's Ohio-based banking operations are conducted through Park subsidiary The Park National Bank and its divisions, which include Fairfield National Bank Division, Richland Bank Division, Century National Bank Division, First-Knox National Bank Division, Farmers Bank Division, United Bank, N.A. Division, Second National Bank Division, Security National Bank Division, Unity National Bank Division, and The Park National Bank of Southwest Ohio & Northern Kentucky Division; and Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance). The Park organization also includes Guardian Financial Services Company (d.b.a. Guardian Finance Company) and SE Property Holdings, LLC.

Media contact: Bethany Lewis, 740.349.0421, blewis@parknationalbank.com

Investor contact: Brady Burt, 740.322.6844, bburt@parknationalbank.com