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 7, 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 2, 2012, each of James J. Cullers and William A. Phillips notified Park National Corporation (“Park”) that he decided not to stand for re-election and would retire from the Board of Directors of Park as of the date of the Annual Meeting of Shareholders, April 23, 2012. Mr. Cullers has served as a director of Park since 1997 and as a member of the Board of Directors of the First-Knox National Bank Division since 1977. Mr. Phillips has served as a director of Park since 1990, as a member of the Board of Directors of the Century National Bank Division since 1971 and as Chairman of that Board of Directors since 1986. Each of Mr. Cullers’ term and Mr. Phillips’ term as a director will expire immediately prior to the 2012 Annual Meeting of Shareholders. Each of Mr. Cullers and Mr. Phillips has cited personal reasons, and not any disagreements with Park, as the reason for the decision.

A copy of the News Release issued by Park on March 7, 2012, announcing the decisions by James J. Cullers and William A. Phillips not to stand for re-election and to retire from the Park Board of Directors as of the date of the 2012 Annual Meeting of Shareholders 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 in this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on March 7, 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 7, 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 7, 2012

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on March 7, 2012

EX-99.1

March 7, 2012 Exhibit 99.1

Park National Corporation thanks James J. Cullers

and William A. Phillips for service on board of directors

NEWARK, Ohio – Park National Corporation (NYSE Amex: PRK) (Park) announced today that two members of its board of directors will not run for re-election as members of the board. James J. Cullers and William A. Phillips will each conclude their service on the Park board immediately prior to Park’s annual meeting on April 23, 2012.

Mr. Cullers, of Mount Vernon, is the sole proprietor of Mediation and Arbitration Services, and retired as a senior partner, attorney and general legal counsel at Zelkowitz, Barry & Cullers. He has served on Park’s board since 1997. He will retain his position as a member of the advisory board for First-Knox National Bank, a community banking division within the Park organization.

Mr. Phillips, of Zanesville, is the former Chairman and Chief Executive Officer of Century National Bank and has served on Park’s board since 1990. He has nearly 50 years of uninterrupted service to Century National Bank, another of Park’s community banking divisions. He will remain a member of the advisory board for Century National Bank, where he currently serves as Chairman of the Executive Committee.

“We express our profound appreciation for decades of loyal and dedicated service from Mr. Cullers and Mr. Phillips,” said Park Chairman C. Daniel DeLawder. “Both gentlemen are icons in their respective communities. Their wise counsel and steadfast support have been extremely valuable assets to our organization. We wish them the very best in their continued endeavors and are pleased they will continue to serve our local community bank boards.”

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