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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) July 6, 2021
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:
☐ 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 5.02. - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 6, 2021, the Executive Committee of the Board of Directors of Park National Corporation (“Park”) —acknowledging the cumulative contributions made by C. Daniel DeLawder (“Mr. DeLawder”) over 50+ years of exemplary service to Park, The Park National Bank (Park’s national bank subsidiary) and the entire Park organization — approved the amendment (the “Amendment”) of the Performance-Based Restricted Stock Unit Award Agreements (the “PBRSU Award Agreements”) entered into between Park and Mr. DeLawder to evidence the grant of Performance-Based Restricted Stock Units (“PBRSUs”) as of January 1, 2019 and January 1, 2020, respectively. The Amendment provides that, notwithstanding the Retirement (as defined in the applicable PBRSU Award Agreement) of Mr. DeLawder on June 30, 2021, if the applicable performance-based criteria for vesting specified in the applicable PBRSU Award Agreement are met, the PBRSUs awarded to Mr. DeLawder will vest on the applicable Performance Date (as defined in the applicable PBRSU Award Agreement) in the full number (rather than a pro-rated portion) of the PBRSUs granted to Mr. DeLawder pursuant to the applicable PBRSU Award Agreement that would have been earned on such Performance Date based on the actual level of achievement for the applicable Performance Period (as defined in the applicable PBRSU Award Agreement) with respect to the performance-based criteria for vesting specified in the applicable PBRSU Award Agreement.

As previously reported in the Current Report on Form 8-K of Park, dated April 26, 2021 and filed with the Securities and Exchange Commission on the same date, Mr. DeLawder retired as an executive officer and associate (employee) of Park and The Park National Bank on June 30, 2021. Mr. DeLawder continues to serve on the Board of Directors of each of Park and The Park National Bank in his role as a director and Chair of the executive committee as well as continuing to serve as Chair of The Park National Bank's trust committee. From and after July 1, 2021, Mr. DeLawder will be compensated in the capacity as a non-associate director of each of Park and The Park National Bank.


Item 9.01 - Financial Statements and Exhibits.

(a)Not applicable
    
(b)Not applicable

(c)Not applicable

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



Exhibit No.        Description

10.1    Park National Corporation 2017 Long-Term Incentive Plan for Employees Amendment No. 1 to Certain Performance-Based Restricted Stock Unit Award Agreements, entered into on July 6, 2021, between Park National Corporation and C. Daniel DeLawder (filed herewith)

104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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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: July 9, 2021 By: /s/ Brady T. Burt
    Brady T. Burt
    Chief Financial Officer, Secretary and Treasurer
     

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PARK NATIONAL CORPORATION
2017 LONG-TERM INCENTIVE PLAN FOR EMPLOYEES

Amendment No. 1
to
Certain Performance-Based Restricted Stock Unit Award Agreements

This Amendment No. 1 (this “Amendment”) is entered into as of June 30, 2021 (the “Effective Date”) between Park National Corporation (the “Company”) and C. Daniel DeLawder (the “Participant”) in connection with the amendment of the Performance-Based Restricted Stock Unit Award Agreements listed on the attached Schedule A (the “PBRSU Award Agreements”). Capitalized terms not defined in this Amendment have the meanings given to them in the Park National Corporation 2017 Long-Term Incentive Plan for Employees (the “Plan”).

Recitals:

WHEREAS, the Company and the Participant entered into the PBRSU Award Agreements in order to evidence certain grants by the Company to the Participant of awards of Performance-Based Restricted Stock Units (the “PBRSUs”), subject to the terms and conditions described in the Plan and each applicable PBRSU Award Agreement; and

WHEREAS, the Company and the Participant desire to amend certain Sections of the PBRSU Award Agreements, as permitted by Section 9(A) of such PBRSU Award Agreements;

NOW, THEREFORE, the Company and the Participant, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, agree as follows:

1. Amendment of Section 3(A)(i) of each PBRSU Agreement. Section 3(A)(i) of each PBRSU Agreement is hereby amended by deleting the same in its entirety and substituting therefor the following:

i.During Performance Period. If the Participant dies or terminates employment with the Company and each of the Affiliates of the Company due to Disability or Retirement at any time during the Performance Period, if the applicable performance-based criteria for vesting specified in Section 2(A) of this Agreement have been met, the PBRSUs granted to the Participant pursuant to this Agreement will vest on the Performance Date without proration.

2. Remainder of PBRSU Agreement in Full Force and Effect. Except as amended by the provisions of this Amendment, the provisions of each of the PBRSU Agreements shall remain in full force and effect in accordance with their respective terms and conditions.

3. Signature in Counterparts. This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.



IN WITNESS WHEREOF, the Participant has executed this Amendment, and the Company has caused this Amendment to be executed by its duly authorized officer, to be effective as of the Effective Date.
Company: Participant:
PARK NATIONAL CORPORATION,
an Ohio corporation
By: /s/ Brady T. Burt By: /s/ C. Daniel DeLawder
Printed Name: Brady T. Burt C. Daniel DeLawder
Title: Chief Financial Officer, Secretary and Treasurer







Schedule A
PBRSU Award Agreement Grant Date Number of PBRSUs Subject to the Award
January 1, 2019 2,250
January 1, 2020 1,350