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)       March 5, 2012 (March 2, 2012)

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 Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 5, 2012, Park National Corporation (“Park”) issued a news release (the “News Release”) announcing that John W. Kozak, the Chief Financial Officer (“CFO”) of Park and its wholly-owned subsidiary, The Park National Bank (“PNB”), formally informed the Board of Directors of Park on March 2, 2012, of his intent to retire from his positions of CFO and principal financial officer of Park and Senior Vice President and CFO of PNB, effective April 22, 2013.

Also on March 2, 2012, the Board of Directors of Park took action to name the current Chief Accounting Officer and principal accounting officer of Park, Brady T. Burt, as successor to Mr. Kozak. Mr. Burt will become the CFO and principal financial officer of Park and the CFO of PNB effective April 23, 2013. Mr. Burt, who is 39, has served as the Chief Accounting Officer of Park since April 2007 and as a Vice President and the Chief Accounting Officer of PNB since April 2007. Prior to joining Park and PNB, Mr. Burt was the Executive Vice President and Chief Financial Officer of Vails Banks, Inc. (the parent company for WestStar Bank of Vail, Colorado) from June 2005 until November 2006. Vail Banks, Inc. was sold to U.S. Bancorp in September 2006. Mr. Burt does not have any family relationship with any member of Park’s Board of Directors or any of Park’s executive officers. Mr. Burt and members of his immediate family are customers of and have had banking relationships with PNB in the ordinary course of business and in compliance with applicable federal and state laws and regulations.

Park’s Board of Directors also took action to name the current Vice President of Accounting of PNB, Matthew R. Miller, to be Mr. Burt’s successor and become the Chief Accounting Officer and principal accounting officer of Park and the Chief Accounting Officer of PNB, effective April 23, 2013. Mr. Miller, who is 33, has served as a Vice President of PNB since April 2009. Prior to joining PNB, Mr. Miller was employed by Deloitte & Touche from September 2001 until March 2009, serving audit clients in the financial services industry. Mr. Miller does not have any family relationship with any member of Park’s Board of Directors or any of Park’s executive officers. Mr. Miller and members of his immediate family are customers of and have had banking relationships with PNB in the ordinary course of business and in compliance with applicable federal and state laws and regulations.

A copy of the News Release is included as Exhibit 99.1 and incorporated by reference herein.

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Item 9.01 – Financial Statements and Exhibits.

(a)Not applicable

(b)Not applicable

(c)Not applicable

(d)Exhibits. The following exhibit is included with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on March 5, 2012

[Remainder of page intentionally left blank;

signature on following page.]

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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: March 5, 2012	By:	/s/ John W. Kozak
		John W. Kozak Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K

Dated March 5, 2012

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on March 5, 2012

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EX-99.1

March 5, 2012             Exhibit 99.1

Park National Corporation Chief Financial Officer John W. Kozak

announces retirement for 2013

Burt, Miller to advance in continuation of leadership

NEWARK, Ohio – Park National Corporation (NYSE Amex: PRK) (Park) Chief Financial Officer John W. Kozak announced plans to retire in April, 2013, after 15 years at the helm of Park’s accounting team. Upon Kozak’s retirement, Park Chief Accounting Officer Brady T. Burt will become the Chief Financial Officer (CFO), and Vice President of Accounting Matthew R. Miller will become Park’s Chief Accounting Officer. Kozak’s early retirement is prompted by health issues, as he has been undergoing cancer treatment since 2009.

“I feel very fortunate to be a part of this extraordinary organization,” Kozak said. “Everyone at Park shares my values of hard work, integrity, humility, service, and putting family first. I am proud of the relationships I have forged and the positive difference we have made in the lives of many associates, clients and community members. I am grateful for the opportunity I had to help lead Park through many new challenges and special achievements. I enjoy working closely with Brady and Matt, and I feel completely confident that they will continue our great work. I now happily anticipate retirement and spending more time with my family.”   

Kozak was CFO of Mutual Federal Savings & Loan in Zanesville, Ohio from 1980 to 1991, when that financial institution joined Park and now operates as Century National Bank. He served on that institution’s board of directors from 1988 to 2006. In 1991, he joined Park National Bank’s accounting department as a vice president and was named CFO in 1998. He has been a director of Park National Bank since 2006. 

John Kozak has been a principal figure in each of many finance and accounting milestones for Park in the past two decades. As Park grew as a public company, Kozak was responsible for all SEC reporting. He led initiatives to strengthen Park’s income tax accounting and the management of Park’s investments inside the Park organization (rather than using an outside firm). He and his team developed detailed financial modeling capabilities that are crucial to Park’s interest rate risk management. He held a central role in the successful acquisition of more than a dozen banking and finance organizations, feats that included complex regulatory requirements and conversions.

“We owe John our deepest thanks for his dedicated service to the Park organization,” said Park Chairman C. Daniel DeLawder. “His strong character and exceptional talent helped lead us through remarkable periods of growth, unprecedented professional challenges, and numerous noteworthy accomplishments. John has been an integral part of Park’s historic performance and continued success. With great admiration, respect and appreciation, we will all enjoy this year together and then wish him the best in his very well-deserved retirement.”

A Certified Public Accountant (CPA) since 1977, Kozak holds a bachelor’s degree in accounting, graduating summa cum laude from The Ohio State University, where he also received the Pacesetter Award from the College of Business. He serves on the board of directors for Camp O’Bannon and Behavioral Health Care Partners, Inc. John has also been a long-time member of the local Newark Kiwanis Club. Originally from Zanesville, Ohio, he resides in Heath, Ohio with his wife, Susan.

According to Park President David L. Trautman, this extended succession plan for leadership in Park’s accounting function follows Park’s typical and preferred practice for key leadership roles.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

 “We were quite deliberate in choosing Brady Burt and Matt Miller for these roles, as we want to sustain our high-quality performance,” Trautman said. “Their experience, skills and commitment to our culture have earned the respect of shareholders and colleagues alike. They have played a significant role in helping us arrive where we are today,and we look forward to their continued leadership.”

Brady Burt, CPA, joined Park in April, 2007 as Chief Accounting Officer and has been extensively involved with various aspects of Park’s financial reporting and accounting. In 2008, Burt was instrumental in the efforts to combine all eight Ohio bank charters operating within Park into a single charter supporting 11 banking divisions. Most recently, he was a key leader in the sale of Park’s Vision Bank subsidiary.

Prior to joining Park, Burt was executive vice president and chief financial officer for Vail Banks, Inc., where he’d also held leadership roles in the internal audit department. Previously, he spent seven years working for Pricewaterhouse Coopers, where his service included a four-year period in London, England.

Burt earned a bachelor’s degree in accounting from Miami University. He is a board member of Habitat for Humanity of Licking County and a member of the Granville Rotary Club. He serves on the audit committee for the Licking County Foundation and on the finance committee of the Licking County United Way. Originally from Upper Arlington, Ohio, he lives in Granville, Ohio with his wife, Annie and their two daughters.

Matt Miller, CPA, began his Park career as a vice president in the accounting department in April, 2009. His service with Park has included key leadership roles in Park’s capital raising activities, loan portfolio accounting, and other components of financial reporting. Previously, he worked eight years at Deloitte & Touche, where his experience was primarily focused on financial service industry clients.

Miller holds a bachelor’s degree in accounting, graduating summa cum laude from the University of Akron. He is a board member of both the YMCA of Licking County and Big Brothers Big Sisters of Licking and Perry Counties. He is also a member of the Granville Rotary Club. Raised in New Madison, Ohio, he resides in Granville, Ohio with his wife, Alison and their son.

Headquartered in Newark, Ohio, Park National Corporation has $7.0 billion in total assets as of December 31, 2011 ($6.6 billion subsequent to the Vision Bank sale). Park 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 Park National Division, Fairfield National Bank Division, Richland Bank Division, Century National Bank Division, First-Knox National Bank Division, Farmers & Savings Bank Division, United Bank Division, Second National Bank Division, Security National Bank Division, Unity National Bank Division, The Park National Bank of Southwest Ohio & Northern Kentucky Division and Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance). Park also includes SE Property Holdings, LLC and Guardian Financial Services Company (d.b.a. Guardian Finance Company).

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

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Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com