Park National (PRK) Proxy Filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the 2026 Long-Term Incentive Plan for Employees (Proposal 4) and for Non-Employee Directors (Proposal 5) at the annual meeting on April 27, 2026.

• Both proposals require an affirmative vote of a majority of common shares represented at the meeting, in person or by proxy, and entitled to vote.

• Abstentions will have the same effect as a vote "AGAINST" for both proposals.

• The Compensation Committee and Board of Directors unanimously recommend voting "FOR" both incentive plan proposals.

Executive compensation and say-on-pay

• Proposal 4 seeks approval for the 2026 Long-Term Incentive Plan for Employees, designed to incentivize and retain employees.

• Proposal 5 seeks approval for the 2026 Long-Term Incentive Plan for Non-Employee Directors, aimed at aligning director interests with shareholders.

Board of directors and corporate governance

• The Board of Directors and its Compensation Committee are actively involved in recommending the incentive plans for shareholder approval.