Date of Report (Date of earliest event reported)
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December 3, 2019
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PARK NATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
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Ohio
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1-13006
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31-1179518
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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50 North Third Street,
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P.O. Box 3500
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Newark,
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Ohio
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43058-3500
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(Address of principal executive offices) (Zip Code)
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(740)
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349-8451
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common shares, without par value
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PRK
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NYSE American
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(a)
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Not applicable
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(b)
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Not applicable
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(c)
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Not applicable
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(d)
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Not applicable
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(e)
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The Compensation Committee of the Board of Directors (the "Compensation Committee") of Park National Corporation (“Park”) met on December 3, 2019 to determine the 2020 base salary (the “2020 Base Salary”) for each of Park’s executive officers, the incentive compensation for the twelve-month period ended September 30, 2019 (the "2019 Incentive Compensation") to be paid to each of Park’s executive officers and equity-based awards to be granted to Park's executive officers effective on January 1, 2020. In determining both base salary and incentive compensation, the Compensation Committee considers, as one of the relevant factors, Park’s performance relative to Park's peer bank holding companies (the financial services holding companies included in the Midwest Regional Compensation Peer Group and the Industry Index of financial services holding companies in the United States with total consolidated assets of $3 billion to $10 billion), measured in each case by the return on average equity and return on average assets for the twelve-month period ended September 30, 2019. The 2020 Base Salary is effective January 1, 2020 and the 2019 Incentive Compensation is expected to be paid in March 2020.
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The following table shows the 2020 Base Salary and the 2019 Incentive Compensation for each of Park's executive officers:
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Name
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2019 Base Salary
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2020 Base Salary
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2019 Incentive Compensation
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C. Daniel DeLawder1
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$287,500
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$287,500
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$166,000
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David L. Trautman2
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$785,000
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$785,000
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$314,500
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Matthew R. Miller3
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$575,000
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$575,000
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$142,000
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Brady T. Burt4
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$375,000
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$375,000
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$171,000
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Name and Position
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Target Award
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Maximum Award
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C. Daniel DeLawder
Chairman of the Executive Committee of the Board of Directors of each of Park and PNB and executive employee of PNB
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1,350 PBRSUs
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2,025 PBRSUs
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David L. Trautman
Chairman of the Board and Chief Executive Officer of each Park and PNB
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2,700 PBRSUs
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4,050 PBRSUs
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Matthew R. Miller
President of each Park and PNB
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2,025 PBRSUs
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3,038 PBRSUs
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Brady T. Burt
Chief Financial Officer, Secretary and Treasurer of Park; Senior Vice President and Chief Financial Officer of PNB
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1,800 PBRSUs
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2,700 PBRSUs
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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PARK NATIONAL CORPORATION
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Dated: December 5, 2019
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By:
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/s/ Brady T. Burt
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Brady T. Burt
Chief Financial Officer, Secretary and Treasurer
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1.
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Deleting Section 2. (e) to the Agreement in its entirety and substituting the following:
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2.
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Adding Exhibit B containing the beneficiaries to be designated by the Executive in accordance with amended Section 2. (e) of the Agreement on page 2 hereof.
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Executive:
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The Park National Bank
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/s/ C. Daniel DeLawder
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By
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/s/ Brady T. Burt
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C. Daniel DeLawder
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Title
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Brady T. Burt
Chief Financial Officer, Secretary and Treasurer
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Date: December 3, 2019
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/s/ C. Daniel DeLawder
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C. Daniel DeLawder
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1.
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Deleting Section 2. (d) to the Agreement in its entirety and substituting the following:
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2.
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Adding Exhibit B containing the beneficiaries to be designated by the Executive in accordance with amended Section 2(d) of the Agreement on page 2 hereof.
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Executive:
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The Park National Bank
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/s/ C. Daniel DeLawder
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By
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/s/ Brady T. Burt
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C. Daniel DeLawder
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Title
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Brady T. Burt
Chief Financial Officer, Secretary and Treasurer
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Date: December 3, 2019
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/s/ C. Daniel DeLawder
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C. Daniel DeLawder
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