Park National (PRK) Proxy Filing summary

Executive summary

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

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

• Shareholders of record as of March 3, 2025, are eligible to vote; 16,158,982 common shares are outstanding.

• 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, ratifying Crowe LLP as auditor, and amending the Articles of Incorporation to double authorized common shares.

• Board recommends voting FOR all proposals.

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

Board of directors and corporate governance

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

• Majority of directors are independent per NYSE American rules.

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

• Board diversity matrix and skills matrix are disclosed, highlighting gender, ethnic, and professional diversity.

• Directors are expected to be active leaders and shareholders, with a general retirement age of 82 (with exceptions for long-serving members).