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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 28, 2025

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.)

51 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 5.07 - Submission of Matters to a Vote of Security Holders.

(a)Park held its 2025 Annual Meeting on April 28, 2025 as a virtual meeting via live webcast. At the close of business on March 3, 2025 (the record date for the 2025 Annual Meeting), there were 16,158,982 common shares outstanding and entitled to vote. At the 2025 Annual Meeting, 13,860,640 or 85.77%, of the outstanding Park common shares entitled to vote were represented by proxy or in person.

(b)(i) Directors elected at the 2025 Annual Meeting to serve for a three-year term to expire at the 2028 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
Donna M. Alvarado			11,186,086						608,238						1,986,965						79,351
Frederic M. Bertley, Ph.D.			11,405,196						421,422						1,986,965						47,057
Timothy S. McLain			11,570,292						257,800						1,986,965						45,583

(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 2025 Annual Meeting:

Number of Votes
For						Against						Broker Non-Votes						Abstentions
11,103,059						669,752						1,986,965						100,864

(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, 2025:

Number of Votes
For						Against						Broker Non-Votes						Abstentions
13,205,471						614,083						—						41,086

(iv) With respect to the vote to adopt an amendment to Park's Articles of Incorporation to increase the number of authorized Park common shares from 20,000,000 to 40,000,000, each without par value:

Number of Votes
For						Against						Broker Non-Votes						Abstentions
12,999,426						773,869						—						87,345

(c)    Not applicable.

(d)    Not applicable.

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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
			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 29, 2025			By:			/s/ Brady T. Burt
						Brady T. Burt
						Chief Financial Officer, Secretary and Treasurer

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