PARK NATIONAL CORP /OH/

Regulatory Filings • Apr 20, 2010

8-K 1 v181647_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 20, 2010 (April 19, 2010)

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State
or other jurisdiction	(Commission	(IRS
Employer
of
incorporation)	File
Number)	Identification
No.)

| 50
North Third Street, P.O. Box 3500, Newark, Ohio | 43058-3500 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

(740) 349-8451

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 – Submission of Matters to a Vote of Security Holders

(a) On April 19, 2010, Park National Corporation (“Park”) held its 2010 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on the February 26, 2010 record date, 14,882,770 Park common shares were outstanding and entitled to vote. At the Annual Meeting, 12,106,551, or 81.35%, of the outstanding common shares entitled to vote were represented by proxy or in person.

(b) (i) Directors elected at the Annual Meeting for a three year term to expire at the 2013 Annual Meeting of Shareholders:

| | For | Number
of Votes — Withheld | Broker
Non-Votes | Abstentions |
| --- | --- | --- | --- | --- |
| Maureen
Buchwald | 9,611,932 | 158,892 | 2,335,727 | N/A |
| Timothy
S. McLain | 9,627,959 | 142,865 | 2,335,727 | N/A |
| Rick
R. Taylor | 9,632,216 | 138,608 | 2,335,727 | N/A |
| Sarah
Reese Wallace | 9,635,357 | 135,467 | 2,335,727 | N/A |
| Leon
Zazworsky | 9,186,755 | 584,069 | 2,335,727 | N/A |

Other directors whose term of office continued after the Annual Meeting:

C. Daniel DeLawder

Harry O. Egger

F. William Englefield IV

Stephen J. Kambeitz

John J. O’Neill

James J. Cullers

William T. McConnell

William A. Phillips

David L. Trautman

(ii) With respect to the vote to approve, in a non-binding advisory vote, Park’s executive compensation disclosed in the proxy statement for the Annual Meeting:

| For | Number
of Votes — Against | Broker
Non-Votes | Abstain |
| --- | --- | --- | --- |
| 11,567,114 | 362,115 | N/A | 177,322 |

(iii) With respect to the vote to ratify the appointment of Crowe Horwath LLP as Park’s independent registered public accounting firm for the fiscal year ending December 31, 2010:

| For | Number
of Votes — Against | Broker
Non-Votes | Abstain |
| --- | --- | --- | --- |
| 11,961,740 | 105,841 | N/A | 38,970 |

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| | PARK
NATIONAL CORPORATION |
| --- | --- |
| Dated:
April 20, 2010 | By: /s/ John W.
Kozak |
| | John
W. Kozak |
| | Chief
Financial Officer |

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