PARK NATIONAL CORP /OH/ 8-K

What Happened
Park National Corporation (PRK) filed an 8‑K reporting results of its virtual 2026 Annual Meeting held April 27, 2026. Shareholders approved two new long‑term incentive plans—the Park National Corporation 2026 Long‑Term Incentive Plan for Employees (effective April 27, 2026) and the 2026 Long‑Term Incentive Plan for Non‑Employee Directors—and elected four directors to three‑year terms. Crowe LLP was ratified as Park’s independent auditor for 2026, and shareholders voted on executive compensation in a non‑binding advisory vote.

Key Details

• Meeting and voting: Annual Meeting held April 27, 2026 (record date Feb 27, 2026). 14,556,015 shares (81.61% of shares entitled to vote) were represented. There were 18,066,393 common shares outstanding and 17,835,037 entitled to vote; 231,356 shares from former First Citizens shareholders were not yet exchanged and could not be voted.
• 2026 Employees LTIP (effective Apr 27, 2026): total pool of 1,500,000 common shares; per‑fiscal‑year aggregate limit 150,000 (with carryforward allowed so a year may reach up to 300,000) and per‑employee annual limit 15,000. Permits incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock‑based awards and cash awards. Replaces the 2017 Employees LTIP; no new awards under the 2017 plan after the meeting.
  • Vote: For 10,051,399; Against 1,875,565; Broker non‑votes 2,576,630; Abstentions 52,421.
• 2026 Directors LTIP (effective Apr 27, 2026): total pool of 150,000 common shares; per‑fiscal‑year aggregate limit 15,000 and per‑director annual limit 1,500. Administered by the Board; allows nonqualified options, SARs, restricted stock, RSUs, other stock/cash awards. Replaces the 2017 Directors LTIP.
  • Vote: For 11,584,603; Against 283,992; Broker non‑votes 2,576,630; Abstentions 110,790.
• Director elections (three‑year terms expiring 2029):
  • D. Byrd Miller, III — For 11,796,932; Against 119,354; Abstain 63,099; Broker non‑votes 2,576,630.
  • Matthew R. Miller — For 11,817,568; Against 92,407; Abstain 69,410; Broker non‑votes 2,576,630.
  • Karen A. Morrison — For 11,810,469; Against 109,423; Abstain 59,493; Broker non‑votes 2,576,630.
  • Robert E. O'Neill — For 11,221,407; Against 704,348; Abstain 53,630; Broker non‑votes 2,576,630.
• Other votes:
  • Advisory vote on named executive officer compensation (non‑binding): For 11,655,272; Against 229,989; Abstain 94,124; Broker non‑votes 2,576,630.
  • Ratification of Crowe LLP as auditor for 2026: For 14,408,959; Against 100,761; Abstain 46,295.

Why It Matters
Approval of the two 2026 LTIPs gives Park formal authority to grant equity and cash‑based awards under updated share limits and governance terms, which can affect future dilution and executive/director compensation mix. The specific share caps and per‑recipient limits set clear maximum potential dilution from awards (1.5M shares for employees, 150k for directors) and annual ceilings that investors can monitor. Re‑election of incumbent directors and ratification of the auditor maintain continuity in governance and oversight. The non‑binding say‑on‑pay also passed, signaling shareholder support for executive compensation as disclosed.