Park National (NYSE: PRK) OKs 2026 employee and director incentive plans

Rhea-AI Filing Summary

Park National Corporation approved new 2026 long-term incentive plans for employees and non-employee directors at its 2026 Annual Meeting of Shareholders held on April 27, 2026. These plans replace the 2017 incentive plans while preserving previously granted awards under their existing terms.

The employee plan authorizes up to 1,500,000 common shares for equity and cash-based awards, with annual and per-employee limits. The director plan authorizes 150,000 common shares with tighter annual and per-director caps. Shareholders also re-elected four directors, approved executive pay on an advisory basis, and ratified Crowe LLP as independent auditor.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Employee plan share pool: 1,500,000 common shares Employee plan annual cap all participants: 150,000 common shares Employee plan max with prior unused capacity: 300,000 common shares +5 more

8 metrics

Employee plan share pool 1,500,000 common shares Aggregate shares available under 2026 Employees LTIP

Employee plan annual cap all participants 150,000 common shares Standard annual limit under 2026 Employees LTIP

Employee plan max with prior unused capacity 300,000 common shares Maximum awards in a fiscal year using prior unused authorizations

Employee plan per-employee cap 15,000 common shares Maximum awards to a single employee per fiscal year

Director plan share pool 150,000 common shares Aggregate shares available under 2026 Directors LTIP

Director plan annual cap all directors 15,000 common shares Maximum total awards per fiscal year

Director plan per-director cap 1,500 common shares Maximum awards to a single director per fiscal year

Shares represented at meeting 14,556,015 shares (81.61%) Park common shares entitled to vote represented at 2026 Annual Meeting

Key Terms

long-term incentive plan, stock appreciation rights, restricted stock units, broker non-votes, +2 more

6 terms

long-term incentive plan financial

"Approval of Park National Corporation 2026 Long-Term Incentive Plan for Employees"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

stock appreciation rights financial

"The 2026 Employees LTIP permits the Compensation Committee to grant ... stock appreciation rights, restricted stock"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

restricted stock units financial

"The 2026 Employees LTIP permits the Compensation Committee to grant ... restricted stock units, other stock-based awards"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

broker non-votes financial

"Number of Votes For | Against | Broker Non-Votes | Abstentions"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory resolution financial

"vote to approve the non-binding advisory resolution to approve the compensation of Park's named executive officers"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

independent registered public accounting firm financial

"ratify the appointment of Crowe LLP as Park's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

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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 27, 2026

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. ☐

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

Approval of Park National Corporation 2026 Long-Term Incentive Plan for Employees

At the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) of Park National Corporation (“Park”) held on April 27, 2026, the Park shareholders approved the Park National Corporation 2026 Long-Term Incentive Plan for Employees (the “2026 Employees LTIP”). The Park Board of Directors had previously approved the 2026 Employees LTIP, subject to shareholder approval, on January 20, 2026.

The 2026 Employees LTIP became effective on April 27, 2026, and, unless earlier terminated by Park’s Board of Directors, will terminate on the tenth anniversary of the effective date. No incentive stock option may be granted after January 20, 2036. The 2026 Employees LTIP is intended to replace the Park National Corporation 2017 Long-Term Incentive Plan for Employees (the “2017 Employees LTIP”), and no new awards will be granted under the 2017 Employees LTIP after the 2026 Annual Meeting, although awards granted under the 2017 Employees LTIP prior to the 2026 Annual Meeting will remain outstanding in accordance with their terms.

The 2026 Employees LTIP will be administered by the Compensation Committee of Park’s Board of Directors. The 2026 Employees LTIP permits the Compensation Committee to grant eligible employees incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards. Subject to adjustment as provided in the 2026 Employees LTIP, the aggregate number of common shares available for awards under the 2026 Employees LTIP is 1,500,000. During any fiscal year of Park, the aggregate number of common shares subject to all forms of awards granted to all participants may not exceed 150,000 common shares, provided that the Compensation Committee may increase this annual limit by granting any of the 150,000 common shares that were authorized, but not granted, in prior fiscal years, so long as the total number of common shares covered by awards granted in any given fiscal year does not exceed 300,000 common shares. In addition, the number of common shares subject to all forms of awards granted to a single employee during any fiscal year may not exceed 15,000 common shares.

The foregoing summary description of the 2026 Employees LTIP does not purport to be complete and is qualified in its entirety by reference to the text of the 2026 Employees LTIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A more detailed summary description of the 2026 Employees LTIP can be found under the caption “APPROVAL OF PARK NATIONAL CORPORATION 2026 LONG-TERM INCENTIVE PLAN FOR EMPLOYEES (Proposal 4)” in Park’s definitive proxy statement for the 2026 Annual Meeting.

Approval of Park National Corporation 2026 Long-Term Incentive Plan for Non-Employee Directors

At the 2026 Annual Meeting, the Park shareholders approved the Park National Corporation 2026 Long-Term Incentive Plan for Non-Employee Directors (the “2026 Directors LTIP”). The Park Board of Directors had previously approved the 2026 Directors LTIP, subject to shareholder approval, on January 20, 2026.

The 2026 Directors LTIP became effective on April 27, 2026, and, unless earlier terminated by Park’s Board of Directors, will terminate on the tenth anniversary of the effective date. The 2026 Directors LTIP is intended to replace the Park National Corporation 2017 Long-Term Incentive Plan for Non-Employee Directors (the “2017 Directors LTIP”), and no new awards will be granted under the 2017 Directors LTIP after the 2026 Annual Meeting, although awards granted under the 2017 Directors LTIP prior to the 2026 Annual Meeting will remain outstanding in accordance with their terms.

The 2026 Directors LTIP will be administered by the Park Board of Directors. The 2026 Directors LTIP permits awards to eligible participants in the form of nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards. Subject to adjustment as provided in the 2026 Directors LTIP, the aggregate number of common shares available for awards under the 2026 Directors LTIP is 150,000. During any fiscal year of Park, the aggregate number of common shares subject to all forms of awards granted under the 2026 Directors LTIP may not exceed 15,000 common shares, and the number of common shares subject to all forms of awards granted to a single Director in any capacity during any fiscal year may not exceed 1,500 common shares.

The foregoing summary description of the 2026 Directors LTIP does not purport to be complete and is qualified in its entirety by reference to the text of the 2026 Directors LTIP, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. A more detailed summary description of the 2026 Directors LTIP can be found under the

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caption “APPROVAL OF PARK NATIONAL CORPORATION 2026 LONG-TERM INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (Proposal 5)” in Park’s definitive proxy statement for the 2026 Annual Meeting.

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

(a)Park held its 2026 Annual Meeting on April 27, 2026 as a virtual meeting via live webcast. At the close of business on February 27, 2026 (the record date for the 2026 Annual Meeting), here were 18,066,393 common shares outstanding and 17,835,037 common shares outstanding and entitled to vote. As of February 27, 2026, there were 231,356 shares that had not yet been exchanged by former First Citizens Bancshares, Inc. shareholders, and thus, could not be voted. At the 2026 Annual Meeting, 14,556,015 or 81.61%, of the outstanding Park common shares entitled to vote were represented by proxy or in person.

(b)(i) Directors elected at the 2026 Annual Meeting to serve for a three-year term to expire at the 2029 Annual Meeting of Shareholders, and until their respective successors are duly elected and qualified, or until each such individual's earlier resignation, removal from office or death, and the vote with respect to each such individual (there were no other nominees):

			Number of Votes
			For						Against						Broker Non-Votes						Abstentions
D. Byrd Miller, III			11,796,932						119,354						2,576,630						63,099
Matthew R. Miller			11,817,568						92,407						2,576,630						69,410
Karen A. Morrison			11,810,469						109,423						2,576,630						59,493
Robert E. O'Neill			11,221,407						704,348						2,576,630						53,630

(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 2026 Annual Meeting:

Number of Votes
For						Against						Broker Non-Votes						Abstentions
11,655,272						229,989						2,576,630						94,124

(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, 2026:

Number of Votes
For						Against						Broker Non-Votes						Abstentions
14,408,959						100,761						—						46,295

(iv) With respect to the vote to approve the Park National Corporation 2026 Long-Term Incentive Plan for Employees:

Number of Votes
For						Against						Broker Non-Votes						Abstentions
10,051,399						1,875,565						2,576,630						52,421

(v) With respect to the vote to approve the Park National Corporation 2026 Long-Term Incentive Plan for Non-Employee Directors:

Number of Votes
For						Against						Broker Non-Votes						Abstentions
11,584,603						283,992						2,576,630						110,790

(c)    Not applicable.

(d)    Not applicable.

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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

10.1    Park National Corporation 2026 Long-Term Incentive Plan for Employees

10.2    Park National Corporation 2026 Long-Term Incentive Plan for Non-Employee Directors

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

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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 28, 2026			By:			/s/ Brady T. Burt
						Brady T. Burt
						Chief Financial Officer, Secretary and Treasurer

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FAQ

What did Park National Corporation (PRK) shareholders approve at the 2026 Annual Meeting?

Shareholders approved new 2026 long-term incentive plans for employees and non-employee directors, re-elected four directors, gave advisory approval to executive compensation, and ratified Crowe LLP as independent auditor for the fiscal year ending December 31, 2026.

How many shares are reserved under Park National’s 2026 employee long-term incentive plan?

The 2026 employee long-term incentive plan authorizes up to 1,500,000 common shares for awards. During any fiscal year, grants to all participants are generally capped at 150,000 shares, with flexibility to use prior unused capacity up to 300,000 shares.

What are the limits for individual awards under Park National’s 2026 employee plan?

Under the 2026 employee long-term incentive plan, awards to any single employee during a fiscal year may not exceed 15,000 common shares. This cap applies across all award types granted to that employee within the year under the plan.

How large is Park National’s 2026 long-term incentive plan for non-employee directors?

The 2026 long-term incentive plan for non-employee directors authorizes 150,000 common shares for awards. In any fiscal year, total awards under this plan are limited to 15,000 shares, and awards to a single director may not exceed 1,500 shares.

How many Park National (PRK) shares were outstanding and entitled to vote at the 2026 meeting?

At the record date of February 27, 2026, there were 18,066,393 common shares outstanding and 17,835,037 outstanding and entitled to vote. A total of 14,556,015 shares, or 81.61% of those entitled to vote, were represented at the meeting.

What was the voting outcome on Park National’s 2026 employee incentive plan?

The 2026 employee long-term incentive plan received 10,051,399 votes for, 1,875,565 against, 2,576,630 broker non-votes, and 52,421 abstentions. This result reflects shareholder approval of the new equity and cash-based compensation framework for employees.

Did Park National shareholders approve compensation for named executive officers?

Shareholders approved the non-binding advisory resolution on named executive officer compensation. The vote totaled 11,655,272 shares for, 229,989 against, 2,576,630 broker non-votes, and 94,124 abstentions, indicating broad support for the disclosed pay programs.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 117.9 KB
• EX-10.2 EX-10.2 108.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.3 KB