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)
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