Park National (PRK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 28, 2025, with shareholders able to vote and participate online.

• Four key proposals are up for vote: election of three directors, advisory approval of executive compensation, ratification of the external auditor, and an amendment to double authorized common shares.

• Shareholders of record as of March 3, 2025, are eligible to vote, with multiple voting methods available including online, phone, and mail.

• Proxy materials, including the annual report and 10-K, are available online and by request.

Voting matters and shareholder proposals

• Proposals include electing three directors, a non-binding say-on-pay vote, ratification of Crowe LLP as auditor, and an amendment to increase authorized shares from 20M to 40M.

• The board unanimously recommends voting for all proposals.

• The amendment to increase authorized shares requires a two-thirds majority of outstanding shares.

• Shareholder proposals for the 2026 meeting must be submitted by November 10, 2025.

Board of directors and corporate governance

• The board consists of 14 members, with three up for election and one retiring.

• Board committees include Audit, Compensation, Executive, Nominating, and Risk, each with defined charters and responsibilities.

• A majority of directors are independent per NYSE American rules.

• The board values diversity, with a matrix tracking gender, ethnicity, and skills.

• Directors are expected to be active leaders and must submit resignations under certain circumstances, such as loan issues.