Item 5.02 - Departure of Directors or Certain Officers; Election of Officers;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 20, 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 thirteen
directors to fourteen directors, thereby creating one vacancy on the Park Board,
and elected D. Byrd Miller III to the Park Board to fill that vacancy. Mr.
Miller was elected to serve in the class of directors of Park whose terms are to
expire at the 2023 Annual Meeting of Shareholders of Park. Mr. Miller's election
will be effective January 1, 2022. On December 20, 2021, the Board of Directors
of The Park National Bank, Park's national bank subsidiary, also elected Mr.
Miller as a director on that Board of Directors, also to be effective January 1,
2022.
On December 20, 2021, the Park Board, upon the recommendation of the Nominating
and Corporate Governance Committee, appointed Mr. Miller to serve as a member of
the Audit Committee of the Park Board, with such appointment to be effective
January 1, 2022, after Mr. Miller has become a member of the Park Board. The
service of Mr. Miller on the Audit Committee of the Park Board is to be at the
pleasure of the Park Board. The Park Board determined that Mr. Miller meets all
of the applicable independence standards and other requirements for service on
the Audit Committee.
Mr. Miller currently serves as the Managing Member, Chief Financial Officer and
Treasurer of William Barnet & Son, LLC, a synthetic fibers, yarns and polymers
company with offices and manufacturing facilities in the Americas, Europe, and
Asia. Prior to his current position, Mr. Miller served as a Senior Vice
President at Bank of America.
The Park Board has affirmatively determined that Mr. Miller 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. Mr. Miller 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
January 1, 2022 and his service as a member of the Advisory Board for the
Carolina Division of The Park National Bank since April 1, 2019.
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, Mr. Miller, members of
his immediate family and entities with which he is affiliated, were customers of
and had banking relationships with The Park National Bank in the ordinary course
of business and in compliance with applicable federal and state laws and
regulations. It is expected that similar banking transactions and relationships
will be entered into and exist in the future.
As a non-employee director of Park, Mr. Miller 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 8.01 - Other Events.
On December 21, 2021, Park issued a news release announcing the election of D.
Byrd Miller III to the Park Board, effective January 1, 2022. A copy of this
news release is included as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
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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 December 21, 2021
announcing the election of D. Byrd Miller III as a director, effective January
1, 2022.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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