PARK NATIONAL CORP /OH/ (Form: 8-K, Received: 04/27/2022 16:18:54)

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 25, 2022


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. ☐

Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Park National Corporation ("Park") held its 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting") on April 25, 2022, as a virtual meeting via live webcast. At the 2022 Annual Meeting, the shareholders of Park adopted: (i) an amendment to Park's Articles of Incorporation to add new Article NINTH to eliminate cumulative voting rights in the election of directors; and (ii) related amendments to Section 1.10 and Section 2.04 of Park's Regulations to eliminate the textual references to the right of Park shareholders to elect to have cumulative voting apply in the election of directors. The full text of the amendments to Park's Articles of Incorporation and Park's Regulations are included as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Please also see the disclosure under "Item 5.07 - Submission of Matters to a Vote of Security Holders." in respect of the vote on the adoption of the proposed amendments to Park's Articles of Incorporation and Park's Regulations.

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

(a)Park held its 2022 Annual Meeting on April 25, 2022 as a virtual meeting via live webcast. At the close of business on February 28, 2022 (the record date for the 2022 Annual Meeting), there were 16,218,963 common shares outstanding and entitled to vote. At the 2022 Annual Meeting, 14,441,825, or 89.04%, of the outstanding Park common shares entitled to vote were represented by proxy or in person.

(b)(i) Directors elected at the 2022 Annual Meeting for a three-year term to expire at the 2025 Annual Meeting of Shareholders and the vote with respect to each such director (there were no other nominees):


	Number of Votes
	For	Against	Broker Non-Votes	Abstentions
Donna M. Alvarado	12,035,662	736,521	1,555,749	113,893
Frederic M. Bertley, Ph.D.	12,797,693	35,276	1,555,749	53,107
Stephen J. Kambeitz	12,564,763	255,980	1,555,749	65,333
Timothy S. McLain	12,586,757	251,884	1,555,749	47,435
Mark R. Ramser	12,811,213	29,470	1,555,749	45,393

(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 2022 Annual Meeting:


Number of Votes
For	Against	Broker Non-Votes	Abstentions
12,172,420	552,157	1,555,749	161,499

(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, 2022:


Number of Votes
For	Against	Broker Non-Votes	Abstentions
14,264,300	103,281	—	74,244

(iv) With respect to the vote to adopt an amendment to Park's Articles of Incorporation and related amendments to Park's Regulations to eliminate cumulative voting rights in the election of Park directors:


Number of Votes
For	Against	Broker Non-Votes	Abstentions
11,139,723	1,588,738	1,555,749	157,615

(d) Not applicable.

Item 9.01 - Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

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


			Exhibit No.			Description
			3.1			Certificate of Amendment as filed with the Ohio Secretary of State on April 26, 2022 in order to evidence the adoption by Park National Corporation's shareholders of an amendment to Park National Corporation's Articles of Incorporation to add a new Article NINTH to eliminate cumulative voting rights in the election of directors (Filed herewith)

			3.2			Certificate Regarding Adoption by the Shareholders of Park National Corporation on April 25, 2022 of Amendments to Section 1.10 and Section 2.04 of Park National Corporation's Regulations to eliminate the textual references to the right of Park National Corporation's shareholders to have cumulative voting apply in the election of directors (Filed herewith)

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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 27, 2022	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

Exhibit 3.2

CERTIFICATE

REGARDING ADOPTION BY THE SHAREHOLDERS OF

PARK NATIONAL CORPORATION ON APRIL 25, 2022

OF AMENDMENTS TO SECTION 1.10 AND SECTION 2.04 OF

PARK NATIONAL CORPORATION’S REGULATIONS

The undersigned hereby certifies that he is the duly elected, qualified and acting Chief Financial Officer, Secretary and Treasurer of Park National Corporation, an Ohio corporation (the “Corporation”); that the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of the Corporation was duly called and held on April 25, 2022, at which Annual Meeting a quorum of the shareholders of the Corporation was at all times present in person or by proxy; and that the shareholders of the Corporation duly adopted, by the affirmative vote of the holders of common shares entitling them to exercise more than the required two-thirds of the voting power of the Corporation, the resolution providing for the amendments to Section 1.10 and Section 2.04 of the Regulations of the Corporation to eliminate the textual references to the right of shareholders of the Corporation to elect to have cumulative voting apply in the election of directors, as set forth on Annex I attached hereto and incorporated herein by reference.

IN WITNESS WHEREOF, the undersigned Chief Financial Officer, Secretary and Treasurer of Park National Corporation, acting for and on behalf of the Corporation, has hereunto set his hand this 27th of April, 2022.

/s/ Brady T. Burt

Brady T. Burt,

Chief Financial Officer, Secretary and Treasurer

Exhibit 3.2

ANNEX I

AMENDMENTS TO SECTION 1.10 AND SECTION 2.04 OF THE REGULATIONS OF PARK NATIONAL CORPORATION

RESOLVED, that Section 1.10 and Section 2.04 of the Regulations, as previously amended, of Park National Corporation be amended to eliminate the textual references to the right of the shareholders of Park National Corporation to elect to have cumulative voting apply in the election of directors, the text of which amended Section 1.10 and amended Section 2.04 shall read as follows:

•Amendment to Section 1.10

Section 1.10. Cumulative Voting. [INTENTIONALLY OMITTED.] If notice in writing shall be given by a shareholder to the president, a vice president or the secretary of the corporation, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of such meeting shall have been given at least ten days prior thereto, and otherwise not less than twenty-four hours before such time, that such shareholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses and to give one candidate as many votes as is determined by multiplying the number of directors to be elected by the number of votes to which such shareholder is entitled, or to distribute such number of votes on the same principle among two or more candidates, as he sees fit.

•Amendment to Section 2.04

Section 2.04. Removal. A director or directors All the directors, all the directors of a particular class, or any individual director may be removed from office, with or without assigning any cause, only by the vote of the holders of shares entitling them to exercise not less than a majority of the voting power entitling them of the corporation to elect directors in place of those to be removed,; provided that unless all the directors, or all the directors of a particular class (if the directors of the corporation are divided into classes), are removed, no individual director shall be removed in case the votes of a sufficient number of shares are cast against his removal that, if cumulatively voted at an election of all directors, or all directors of a particular class, as the case may be, would be sufficient to elect at least one director. except that if the corporation is an issuing public corporation as that term is defined in Section 1701.01 of the Ohio Revised Code (or any successor or replacement statute) and the directors of the corporation are classified pursuant to Section 1701.57 of the Ohio Revised Code (or any successor or replacement statute), the shareholders may effect that removal only for cause. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the board of directors of the corporation.