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 24, 2023

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. ☐

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Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Park National Corporation ("Park") held its 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting") on April 24, 2023, as a virtual meeting via live webcast. At the 2023 Annual Meeting, the shareholders of Park adopted an amendment to Section 6.01 of Park's Regulations in order to grant the Park Board of Directors the power to make limited future amendments to Park's Regulations to the extent permitted by the Ohio General Corporation Law. The full text of the amendment to Section 6.01 of Park's Regulations is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. Please also see the disclosure under "Item 5.07 - Submission of Matters to a Vote of Security Holders." in respect of the vote on the adoption of the proposed amendment to Section 6.01 of Park's Regulations.

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

(a)Park held its 2023 Annual Meeting on April 24, 2023 as a virtual meeting via live webcast. At the close of business on February 27, 2023 (the record date for the 2023 Annual Meeting), there were 16,263,583 common shares outstanding and entitled to vote. At the 2023 Annual Meeting, 13,966,620 or 85.88%, of the outstanding Park common shares entitled to vote were represented by proxy or in person.

(b)(i) Directors elected at the 2023 Annual Meeting to serve for a three-year term to expire at the 2026 Annual Meeting of Shareholders, and until their respective successors are duly elected and qualified, or until each such individual's' earlier resignation, removal from office or death, and the vote with respect to each such individual (there were no other nominees):

	Number of Votes
	For	Against	Broker Non-Votes	Abstentions
C. Daniel DeLawder	11,154,884	946,688	1,836,394	28,654
D. Byrd Miller III	11,534,890	526,519	1,836,394	68,817
Matthew R. Miller	11,402,487	659,885	1,836,394	67,854
Robert E. O'Neill	10,887,919	1,188,756	1,836,394	53,551

(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 2023 Annual Meeting:

Number of Votes
For	Against	Broker Non-Votes	Abstentions
11,305,114	685,299	1,836,394	139,813

    

(iii) With respect to the vote to ratify the appointment of Crowe LLP as Park's independent registered public accounting firm for the fiscal year ending December 31, 2023:

Number of Votes
For	Against	Broker Non-Votes	Abstentions
13,373,560	524,823	—	68,237

(iv) With respect to the vote to adopt an amendment to Park's Regulations to grant the Park Board of Directors the power to make limited future amendments to Park's Regulations to the extent permitted by the Ohio General Corporation Law:

Number of Votes
For	Against	Broker Non-Votes	Abstentions
11,496,721	549,611	1,836,394	83,894

(c)    Not applicable.

(d)    Not applicable.

2

Item 9.01 - Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits: The following exhibits are filed with this Current Report on Form 8-K

Exhibit No.	Description
3.1	Certificate Regarding Adoption by the Shareholders of Park National Corporation on April 24, 2023 of an amendment to Section 6.01 of Park National Corporation's Regulations to grant the Board of Directors the power to make limited future amendments to Park National Corporation's Regulations to the extent permitted by the Ohio General Corporation Law. (Filed herewith)
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

[Remainder of page intentionally left blank.]

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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 25, 2023	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

4

EX-3.1

Exhibit 3.1

CERTIFICATE REGARDING ADOPTION BY THE SHAREHOLDERS OF PARK NATIONAL CORPORATION ON APRIL 24, 2023 OF AN AMENDMENT TO SECTION 6.01 OF PARK NATIONAL CORPORATION’S REGULATIONS

TO GRANT THE BOARD OF DIRECTORS THE POWER TO

MAKE LIMITED FUTURE AMENDMENTS TO PARK NATIONAL

CORPORATION’S REGULATIONS TO THE EXTENT

PERMITTED BY THE OHIO GENERAL CORPORATION LAW

The undersigned hereby certifies that he is the duly elected, qualified and acting Chief Financial Officer, Secretary and Treasurer of Park National Corporation, an Ohio corporation (the “Corporation”); that the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of the Corporation was duly called and held on April 24, 2023, at which Annual Meeting a quorum of the shareholders of the Corporation was at all times present in person or by proxy; and that the shareholders of the Corporation duly adopted, by the affirmative vote of the holders of common shares entitling them to exercise more than the required two-thirds of the voting power of the Corporation, the resolution providing for the amendment to Section 6.01 of the Regulations of the Corporation in order to grant the Board of Directors of the Corporation the power to make limited future amendments to the Regulations of the Corporation to the extent permitted by the Ohio General Corporation Law, as set forth on Annex A attached hereto and incorporated herein by reference.

IN WITNESS WHEREOF, the undersigned Chief Financial Officer, Secretary and Treasurer of Park National Corporation, acting for and on behalf of the Corporation, has hereunto set his hand this 24th of April, 2023.

/s/ Brady T. Burt

Brady T. Burt,

Chief Financial Officer, Secretary and Treasurer

Exhibit 3.1

ANNEX A

AMENDMENT TO SECTION 6.01 OF THE REGULATIONS OF PARK NATIONAL CORPORATION

RESOLVED, that Section 6.01 of the Regulations, as previously amended, of Park National Corporation be amended to read as follows:

Section 6.01. Amendments. The Regulations may be amended, from time to time, or new     regulations may be adopted, by the shareholders of the corporation at a meeting of shareholders held for such purpose, only by the affirmative vote of the holders of shares entitling them to exercise not less than two-thirds of the voting power of the corporation on such proposal, or without a meeting by the written consent of the holders of shares entitling them to exercise not less than two-thirds of the voting power of the corporation on such proposal. The Regulations may also be amended, from time to time, by the directors of the corporation to the extent permitted by the Ohio General Corporation Law.

XML

DEI Document	Apr. 24, 2023
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	Apr. 24, 2023
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
Current Fiscal Year End Date	--12-31