Item 5.02 - Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2021, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the "Park Board") of Park National Corporation ("Park") increased the size of the Park Board from twelve directors to thirteen directors, thereby creating one vacancy on the Park Board, and elected Dr. Frederic Bertley to the Park Board to fill that vacancy. Dr. Bertley was elected to serve in the class of directors of Park whose terms are to expire at the 2022 Annual Meeting of Shareholders of Park. Dr. Bertley's election will be effective September 1, 2021. On July 26, 2021, the Board of Directors of The Park National Bank, Park's national bank subsidiary, also elected Dr. Bertley as a director on that Board of Directors, also to be effective September 1, 2021. As of the date of this Current Report on Form 8-K, the committee of the Park Board to which Dr. Bertley will be named has not yet been determined.

Dr. Bertley currently serves as the President and Chief Executive Officer of the Center of Science and Industry in Columbus, Ohio, a position he has held since January 2, 2017. Prior to his current position, Dr. Bertley served as the Senior Vice President for Science and Education at The Franklin Institute, located in Philadelphia, Pennsylvania, from 2008 to 2016.

The Park Board has affirmatively determined that Dr. Bertley meets the applicable standards for an "independent director" under Section 803A of the NYSE American Company Guide and that he does not have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Park. Dr. Bertley has no material relationship with Park or any of Park's subsidiaries (either directly or indirectly), other than through his service as a director of each of Park and The Park National Bank beginning September 1, 2021.

During the fiscal year ended December 31, 2020 and the period from January 1, 2021 through the date of this Current Report on Form 8-K, Dr. Bertley, members of his immediate family and entities with which he is affiliated, have had no transactions with Park or any of Park's subsidiaries that would be required to be reported under Item 404(a) of SEC Regulation S-K.

As a non-employee director, Dr. Bertley will receive compensation in the same manner as Park's other non-employee directors, which compensation Park previously disclosed in its definitive proxy statement for Park's 2021 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 9, 2021.

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

99.1 News Release issued by Park National Corporation on July 30, 2021 announcing the election of Dr. Frederic Bertley as a director.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses