8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 26, 2021

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, without par value	PRK	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Explanatory Note.

On July 30, 2021, Park National Corporation (“Park”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report that on July 26, 2021, Dr. Frederic Bertley had been elected by the Board of Directors of Park (the “Park Board”) to serve in the class of directors of Park whose terms are to expire at the 2022 Annual Meeting of Shareholders of Park. The committee assignment(s) for Dr. Bertley had not been determined as of the filing of the Initial Form 8-K. This Current Report on Form 8-K/A amends the Initial Form 8-K to disclose that effective August 16, 2021, upon the recommendation of the Nominating and Corporate Governance Committee of the Park Board, the Park Board appointed Dr. Bertley to serve as a member of the Risk Committee of the Park Board, with such appointment to be effective on September 1, 2021, after Dr. Bertley has become a member of the Park Board. The service of Dr. Bertley on the Risk Committee of the Park Board is to be at the pleasure of the Park Board. With the exception of the new information disclosed herein with respect to the Park Board’s appointment of Dr. Bertley to the Risk Committee of the Park Board, no other changes have been made herein to the Initial Form 8-K.

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

On July 26, 2021, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the "Park Board") of Park National Corporation ("Park") increased the size of the Park Board from twelve directors to thirteen directors, thereby creating one vacancy on the Park Board, and elected Dr. Frederic Bertley to the Park Board to fill that vacancy. Dr. Bertley was elected to serve in the class of directors of Park whose terms are to expire at the 2022 Annual Meeting of Shareholders of Park. Dr. Bertley’s election will be effective September 1, 2021. On July 26, 2021, the Board of Directors of The Park National Bank, Park's national bank subsidiary, also elected Dr. Bertley as a director on that Board of Directors, also to be effective September 1, 2021.

Effective August 16, 2021, the Park Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Dr. Bertley to serve as a member of the Risk Committee of the Park Board, with such appointment to be effective September 1, 2021, after Dr. Bertley has become a member of the Park Board. The service of Dr. Bertley on the Risk Committee of the Park Board is to be at the pleasure of the Park Board. The Park Board determined that Dr. Bertley meets all of the applicable requirements for service on the Risk Committee.

Dr. Bertley currently serves as the President and Chief Executive Officer of the Center of Science and Industry in Columbus, Ohio, a position he has held since January 2, 2017. Prior to his current position, Dr. Bertley served as the Senior Vice President for Science and Education at The Franklin Institute, located in Philadelphia, Pennsylvania, from 2008 to 2016.

The Park Board has affirmatively determined that Dr. Bertley meets the applicable standards for an “independent director” under Section 803A of the NYSE American Company Guide and that he does not have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Park. Dr. Bertley has no material relationship with Park or any of Park's subsidiaries (either directly or indirectly), other than through his service as a director of each of Park and The Park National Bank beginning September 1, 2021.

During the fiscal year ended December 31, 2020 and the period from January 1, 2021 through each of (a) the date of the Initial Form 8-K and (b) the date of this Current Report on Form 8-K/A, Dr. Bertley, members of his immediate family and entities with which he is affiliated, have had no transactions with Park or any of Park's subsidiaries that would be required to be reported under Item 404(a) of SEC Regulation S-K.

As a non-employee director, Dr. Bertley 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 2021 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 9, 2021.

Item 9.01 - Financial Statements and Exhibits.

(a)Not applicable

(b)Not applicable

(c)Not applicable

(d)Exhibits. The following exhibits are included with this Current Report on Form 8-K/A:

2

Exhibit No.        Description

99.1    News Release issued by Park National Corporation on July 30, 2021 announcing the election of Dr. Frederic Bertley as a director.

104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

3

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: August 16, 2021	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

4

EX-99.1

July 30, 2021Exhibit 99.1

Park National Corporation welcomes Dr. Frederic Bertley

to board of directors

NEWARK, Ohio – Park National Corporation (NYSE American: PRK) (Park) announced today that its board of directors has elected Dr. Frederic Bertley to serve as a director, effective September 1, 2021. Dr. Bertley will also join the board of directors of Park’s banking subsidiary, The Park National Bank, effective on the same date.

“We are delighted to welcome a consummate leader such as Dr. Bertley to the Park organization. He combines a formidable intellect with a passion for service, to great effect,” Park Chairman and Chief Executive Officer David Trautman said. “We are energized by the opportunities that lie ahead, and we are eager to add Dr. Bertley’s voice to our collective chorus as we seek ways to serve our colleagues, customers, and communities more.”

Dr. Bertley is the president and chief executive officer of the Center of Science and Industry (COSI) in Columbus, Ohio. Dr. Bertley is shepherding the leading Central Ohio science center to its next great iteration in a legacy of successful science center history. In his role at COSI, he is described as a scientist, scholar, and evangelist for innovative thinking, ideation and challenging the status quo.

“Park National is built upon core values that resonate deeply with me personally and professionally,” Dr. Bertley said. “I admire Park associates’ dedication to seeing and respecting people as the unique individuals they are, embracing opportunities to take responsibility and lead for the betterment of the communities they serve, and working to make financial services more understandable so that all can thrive. The ethic of community amelioration is demonstrably ever present in Park National’s DNA as it is in mine. I am humbled to serve in this new capacity.”

“Dr. Bertley brings an extraordinary perspective to our organization, with his superior blend of innovation, strategic thinking and genuine fervor for serving all communities,” said Donna Alvarado, chair of the nominating and corporate governance committee for Park’s board of directors. “His expertise and leadership experience will further enrich our group of directors and help us continue to guide the organization in the best direction for ongoing long-term success.”

Prior to beginning his leadership at COSI in 2017, Dr. Bertley was the senior vice president for Science and Education at the renowned Franklin Institute in Philadelphia. After earning a bachelor’s degree and Ph.D. from McGill University, Dr. Bertley worked internationally in preventative medicine and basic vaccines in Haiti, The Sudan and the Canadian Arctic. He also joined a vaccine research group at Harvard Medical School focusing on the development of DNA vaccines for HIV/AIDS.

Dr. Bertley’s current community involvement includes serving on the boards of the Columbus Regional Airport Authority, the National Veterans Memorial and Museum, Experience Columbus, the Association of Science and Technology Centers and the American Alliance of Museums. He has received numerous honors for his work, and has been a keynote and invited speaker at several institutions, including The United Nations, The White House and the National Academy of Science.

Dr. Bertley will serve in the class of directors whose terms expire on the date of Park’s annual shareholder meeting in 2022. Park’s board has 13 directors, plus one director emeritus.

Headquartered in Newark, Ohio, Park National Bank had $9.9 billion in total assets (as of June 30, 2021). Founded in 1908, it offers a full range of financial services in Ohio, Kentucky, and the Carolinas. The bank consistently earns high marks and awards for its service, community leadership, and financial performance.

Media contact: Bethany Lewis, VP Marketing & Communication, 740.349.0421, bethany.lewis@parknationalbank.com

Park National Corporation, 50 N. Third Street, Newark, Ohio 43055

parknationalbank.com

XML

DEI Document	Jul. 26, 2021
Document Information [Line Items]
City Area Code	(740)
Entity Registrant Name	PARK NATIONAL CORPORATION
Entity Address, Address Line One	50 North Third Street,
Entity Address, Address Line Two	P.O. Box 3500,
Entity Address, City or Town	Newark,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43058-3500
Entity Incorporation, State or Country Code	OH
Document Period End Date	Jul. 26, 2021
Document Type	8-K/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares, without par value
Trading Symbol	PRK
Entity Emerging Growth Company	false
Amendment Flag	false
Document Fiscal Year Focus
Document Fiscal Period Focus
Entity Central Index Key	0000805676
Security Exchange Name	NYSEAMER
Entity File Number	1-13006
Entity Tax Identification Number	31-1179518
Local Phone Number	349-8451