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) December 20, 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

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

On December 20, 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 thirteen directors to fourteen directors, thereby creating one vacancy on the Park Board, and elected D. Byrd Miller III to the Park Board to fill that vacancy. Mr. Miller was elected to serve in the class of directors of Park whose terms are to expire at the 2023 Annual Meeting of Shareholders of Park. Mr. Miller’s election will be effective January 1, 2022. On December 20, 2021, the Board of Directors of The Park National Bank, Park's national bank subsidiary, also elected Mr. Miller as a director on that Board of Directors, also to be effective January 1, 2022.

On December 20, 2021, the Park Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Miller to serve as a member of the Audit Committee of the Park Board, with such appointment to be effective January 1, 2022, after Mr. Miller has become a member of the Park Board. The service of Mr. Miller on the Audit Committee of the Park Board is to be at the pleasure of the Park Board. The Park Board determined that Mr. Miller meets all of the applicable independence standards and other requirements for service on the Audit Committee.

Mr. Miller currently serves as the Managing Member, Chief Financial Officer and Treasurer of William Barnet & Son, LLC, a synthetic fibers, yarns and polymers company with offices and manufacturing facilities in the Americas, Europe, and Asia. Prior to his current position, Mr. Miller served as a Senior Vice President at Bank of America.

The Park Board has affirmatively determined that Mr. Miller 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. Mr. Miller 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 January 1, 2022 and his service as a member of the Advisory Board for the Carolina Division of The Park National Bank since April 1, 2019.

During the fiscal year ended December 31, 2020 and the period from January 1, 2021 through the date of this Current Report on Form 8-K, Mr. Miller, members of his immediate family and entities with which he is affiliated, were customers of and had banking relationships with The Park National Bank in the ordinary course of business and in compliance with applicable federal and state laws and regulations. It is expected that similar banking transactions and relationships will be entered into and exist in the future.

As a non-employee director of Park, Mr. Miller 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 8.01 - Other Events.

On December 21, 2021, Park issued a news release announcing the election of D. Byrd Miller III to the Park Board, effective January 1, 2022. A copy of this news release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

2

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:

Exhibit No.        Description

99.1    News Release issued by Park National Corporation on December 21, 2021 announcing the election of D. Byrd Miller III as a director, effective January 1, 2022.

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: December 21, 2021	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

4

EX-99.1

December 21, 2021Exhibit 99.1

Park National Corporation welcomes D. Byrd Miller III

to Board of Directors

NEWARK, Ohio – Park National Corporation (NYSE American: PRK) (Park) announced today its Board of Directors elected D. Byrd Miller III to serve as a director, effective January 1, 2022. Miller will also join the Board of Directors of Park National Bank, Park’s banking subsidiary, effective on the same date.

“Byrd has been connected to our organization as an advisory board member for our Carolina Division. He is a valued member of our leadership in the Carolinas and we look forward to having his voice at the board table,” Park Chairman and Chief Executive Officer David Trautman said. “He knows what we do, how we do it and why we exist — to help everyone with whom we come in contact flourish.”
Miller is Managing Member, Chief Financial Officer and Treasurer of William Barnet & Son, LLC, a synthetic fibers, yarns and polymers company with offices and manufacturing facilities in the Americas, Europe, and Asia. As Global Financial Director, he is responsible for overseeing all financial operations of this company, including its foreign operations.

“I admire what Park stands for and am thrilled to join both boards of directors. I hope my experience as a banker and a founding board member of the Carolina division (formerly Carolina Alliance Bank) will allow me to provide insight that adds value to the Park organization,” said Miller. “I look forward to making meaningful contributions to help propel the bank forward in its quest to serve customers and communities.”

“As a lifelong South Carolina resident, Byrd brings an important lens to the Park board. His experience in banking and international commerce augments his impressive leadership record,” said Donna Alvarado, chair of the Nominating and Corporate Governance Committee for Park’s Board of Directors.

Prior to his leadership at Barnet, Miller was a senior vice president at Bank of America.

Miller’s community service currently includes chairman of the Apella Health Management board of trustees (parent of the Spartanburg Regional Medical System) and member of the Clemson University Presidential Advisory Board. His past community endeavors include roles as chairman of the United Way of the Piedmont, trustee of the Mary Black Foundation, advisory board member for the Salvation Army, board member for the Arts Partnership, The Spartanburg Area Conservancy Inc., and the South Carolina Department of Natural Resources Wildlife and Fish Advisory Board. He has also served as a member of the board of governors for Spartanburg Area Chamber of Commerce and for Leadership South Carolina, and trustee of the Clemson University Foundation, where he was chair of its Investment Committee.

Miller earned a bachelor’s degree from Clemson University and is a graduate of the Stonier Graduate School of Banking.

Miller will serve in the class of directors whose terms expire on the date of Park’s annual meeting of shareholders in 2023. Miller will also serve as a member of the Audit Committee of Park’s Board of Directors. Including Miller, effective January 1, 2022, Park's Board of Directors will have 14 members plus one director emeritus.

Headquartered in Newark, Ohio, Park National Corporation had $10.0 billion in total assets (as of September 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: Ellie Akey, Marketing & Communication, 740-349-5493, ellie.akey@parknationalbank.com

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

XML

DEI Document	Dec. 20, 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	Dec. 20, 2021
Document Type	8-K
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