Park National (PRK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 27, 2026, with shareholders voting on director elections, executive compensation, auditor ratification, and new long-term incentive plans for employees and non-employee directors.

• Shareholders of record as of February 27, 2026, are eligible to vote, with 18,066,393 common shares outstanding.

• The proxy statement and related materials are available online, and voting can be done via internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include electing four directors, a non-binding advisory vote on executive compensation, ratification of Crowe LLP as auditor, and approval of new 2026 long-term incentive plans for employees and non-employee directors.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 9, 2026.

Board of directors and corporate governance

• Board consists of 14 members, with detailed biographies and qualifications provided for nominees and continuing directors.

• Majority of directors are independent per NYSE American rules.

• Committees include Audit, Compensation, Executive, Nominating, and Risk, each with defined roles and charters.

• Corporate governance guidelines, code of conduct, and whistleblower hotline are in place.