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) May 16, 2024

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)

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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 16, 2024, upon the unanimous recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Park National Corporation (“Park”) increased the size of the Board effective July 1, 2024 from thirteen directors to fifteen directors, which will create two vacancies on the Board, and appointed Karen A. Morrison and Kelly K. Gratz to the Board to fill the vacancies effective July 1, 2024. Ms. Morrison was appointed to serve in the class of directors whose terms expire at Park’s 2026 annual meeting of shareholders and Ms. Gratz was appointed to serve in the class of directors whose terms will expire at Park’s 2027 annual meeting of shareholders. Ms. Morrison and Ms. Gratz were also appointed to serve on the Board of Park National Bank, Park’s wholly-owned banking subsidiary (the “Bank”), effective July 1, 2024. Certain information regarding each of the newly-appointed directors of Park is provided below.

Kelly K. Gratz is the Chief Executive Officer of G2O, LLC, a customer experience transformation company headquartered in Dublin, Ohio that helps businesses solve problems by using technology, data and analytics, products and talent. She has more than 35 years of experience serving as an executive leader in the technology, healthcare and pharmaceutical industries. Ms. Gratz was appointed to serve on the Risk Committee of the Board effective July 1, 2024.

Karen A. Morrison is the Senior Vice President, External Affairs of OhioHealth Corporation and President of OhioHealth Foundation. She has been with OhioHealth for over 30 years and currently leads the enterprise strategy for external relations including community relations, corporate reinvestment, health equity, and government affairs. As President of the OhioHealth Foundation, she leads the enterprise strategy for philanthropy and social impact. Ms. Morrison was appointed to serve on the Risk Committee of the Board effective July 1, 2024.

As non-employee directors of Park and the Bank, each of the newly-appointed directors will receive compensation on the same basis as the other non-employee directors receive for their service on the Park and Bank Boards of Directors and the respective committees of the Park and Bank Boards of Directors.

The Board has determined that each of the newly-appointed directors currently qualifies as an “independent director” under applicable NYSE rules. The Board has further determined that none of the newly-appointed directors nor any of their respective immediate family members has had (or proposes to have) a direct or indirect interest in any transaction in which Park or any of Park’s subsidiaries was (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of SEC Regulation S-K. Notwithstanding the foregoing, during the fiscal year ended December 31, 2023 and the period from January 1, 2024 through the date of this Current Report on Form 8-K, the newly-appointed directors, members of their immediate families and entities with which they are affiliated, were customers of and had banking relationships with the Bank in the ordinary course of business and in compliance with applicable federal state laws and regulations. It is expected that similar banking transactions and relationships will be entered into and exist in the future.

A copy of the press release announcing the appointment of Karen A. Morrison and Kelly K. Gratz is attached and furnished hereto as Exhibit 99.1.

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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
99.1	Park National Corporation press release dated May 21, 2024.
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: May 21, 2024	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

4

EX-99.1

May 21, 2024Exhibit 99.1

Park National Corporation welcomes Kelly Gratz and Karen Morrison to Board of Directors

NEWARK, Ohio ‒ Park National Corporation’s (NYSE American: PRK) (Park) board of directors announced today that they elected Karen Morrison and Kelly Gratz to serve as directors effective July 1, 2024. Both will also join the board of directors of The Park National Bank, Park’s banking subsidiary, effective on the same date. These elections expand Park’s board to 16 directors, including one director emeritus.

“Karen and Kelly bring wisdom and a variety of experiences to Park,” said Park Chair and Chief Executive Officer David Trautman. “We’re fortunate they are willing to offer their considerable talents to us as we continue to grow and find new ways to serve our stakeholders.” Kelly Gratz is the chief executive officer of G2O, a customer experience transformation company that helps businesses solve problems by using technology, data and analytics, products and talent. She has more than 35 years of experience serving as an executive leader in the technology, healthcare and pharmaceutical industries. “I am thrilled to join Park’s board of directors, it is a profound honor,” said Gratz. “I deeply appreciate the organization’s values, steadfast commitment to integrity and personal approach to connecting with associates and customers.”	KELLY GRATZ
Gratz has been a member of the Healthcare Women’s Business Association’s (HBA) advisory board (Ohio chapter), and the vice chair on Marburn Academy’s board of trustees. She was named Rising Star by the HBA in 2008 and recognized in PharmaVoice Top 100 in 2012.
Gratz earned a bachelor’s degree from the University of Dayton. Karen Morrison serves as president of the OhioHealth Foundation and senior vice president of OhioHealth Corporation. She has been with OhioHealth for over 30 years and currently leads the enterprise strategy for external affairs including community relations, corporate reinvestment, health equity and government affairs. In her role as foundation president Morrison oversees philanthropy for the enterprise. “I am humbled by the opportunity to serve as a director for Park and eager to bring fresh perspectives to the table,” said Morrison. “I look forward to contributing to Park’s continued success and finding meaningful ways to further its impact.”	KAREN MORRISON

Morrison serves on the board of Greif, Inc. (NYSE: GEF), and has extensive nonprofit board service. She is a member of the National Association of Corporate Directors, Women Corporate Directors, the Executive Leadership Council and The Links, Inc. Morrison was honored in the inaugural class of Columbus Business First’s “Women of Influence” and received its first “Businesswoman of the Year” award. She was also named to the 2023 list of “Directors to Watch” by Directors & Boards Magazine.

She earned a bachelor’s degree from Vanderbilt University, a graduate degree in preventive medicine from The Ohio State University College of Medicine and Public Health and juris doctor from Capital University.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

"Karen and Kelly’s successes in leading companies across different industries are a true testament to their skillsets,” said Donna Alvarado, Chair of the Nominating and Corporate Governance Committee for Park’s board of directors. “Their proven leadership and dedication seamlessly align with our mission and vision. I look forward to tapping into their wealth of knowledge to help us navigate what the future holds.”

Morrison will serve in the class of directors whose terms expire on the date of Park’s annual meeting of shareholders in 2026. Gratz’s term will expire on the date of Park’s annual meeting of shareholders in 2027. They will both serve as members of the board’s Risk Committee.

Headquartered in Newark, Ohio, Park National Corporation has $9.9 billion in total assets (as of March 31, 2024). Park's banking operations are conducted through its subsidiary, The Park National Bank. Other Park subsidiaries are Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance), Guardian Financial Services Company (d.b.a. Guardian Finance Company) and SE Property Holdings, LLC.

Media contact: Michelle Hamilton, 740.349.6014, media@parknationalbank.com

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

XML

DEI Document	May 16, 2024
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	May 16, 2024
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