Park National Corporation

04/23/2024 | Press release | Distributed by Public on 04/23/2024 14:16

Submission of Matters to a Vote of Security Holders - Form 8-K

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

(a)Park held its 2024 Annual Meeting on April 22, 2024 as a virtual meeting via live webcast. At the close of business on February 26, 2024 (the record date for the 2024 Annual Meeting), there were 16,116,479 common shares outstanding and entitled to vote. At the 2024 Annual Meeting, 13,672,008 or 84.83%, of the outstanding Park common shares entitled to vote were represented by proxy or in person.

(b)(i) Directors elected at the 2024 Annual Meeting to serve for a three-year term to expire at the 2027 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
F. William Englefield IV 10,754,140 348,169 2,502,436 67,263
Jason N. Judd 11,002,559 73,815 2,502,436 93,198
David L. Trautman 10,967,744 155,067 2,502,436 46,761
Leon Zazworsky 10,189,623 911,160 2,502,436 68,789

(ii) With respect to the vote on the frequency of future advisory votes on the compensation of Park's named executive officers:
Number of Votes
1 Year 2 Years 3 Years Broker Non-Votes Abstentions
10,409,384 142,414 362,066 2,502,436 255,708

(iii) 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 2024 Annual Meeting:
Number of Votes
For Against Broker Non-Votes Abstentions
10,617,046 276,311 2,502,436 276,215

(iv) 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, 2024:
Number of Votes
For Against Broker Non-Votes Abstentions
13,485,551 133,592 - 52,865

(c) Not applicable.

(d) Based on the voting results above, with respect to the frequency of future advisory votes on the compensation of Park's named executive officers, the Board of Directors of Park has determined that Park will continue to submit an advisory vote to shareholders on an annual basis to approve Park's compensation for its named executive officers as set forth in Park's proxy statement for the year's annual meeting of shareholders.




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