35 unchanged sentences
In addition, Park will disclose any waivers from the provisions of the Code of Business Conduct and Ethics granted to a director or an executive officer of Park in a current report on Form 8-K within four business days following their occurrence in accordance with the requirements of the Commentary to Section 807 of the NYSE American Company Guide.
−Removed: The text of each of the Code of Business Conduct and Ethics, the Audit Committee Charter, the Compensation Committee Charter, the Executive Committee Charter, the Nominating and Corporate Governance Committee Charter (including the Corporate Governance Guidelines) and the Risk Committee Charter is posted on the “Governance - Governance Documents” section of the “Investor Relations” page of Park’s Internet site located at http://www.parknationalcorp.com .
+Added: Park has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of Park’s securities by directors, officers, employees, and by Park itself that are reasonably designed to promote compliance with insider trading laws, rules, regulations and applicable listing standards.
+Added: The Insider Trading Policy is attached as Exhibit 19 to this Annual Report on Form 10-K.
+Added: The text of each of the Code of Business Conduct and Ethics, the Audit Committee Charter, the Compensation Committee Charter, the Executive Committee Charter, the Nominating and Corporate Governance Committee Charter (including the Corporate Governance Guidelines) and the Risk Committee Charter is posted on the “Governance - Governance Documents” section of the “Investor Relations” page of Park’s Internet site located at http://www.parknationalcorp.com, which website and its contents are not incorporated by reference into this Annual Report on Form 10-K.
Interested persons may also obtain copies of the Code of Business Conduct and Ethics, the Audit Committee Charter, the Compensation Committee Charter, the Executive Committee Charter, the Nominating and Corporate Governance Committee Charter and the Risk Committee Charter, without charge, by writing to the Chief Financial Officer, Secretary and Treasurer of Park at Park National Corporation, 51 North Third Street, P.O.
3 unchanged sentences
These procedures have not materially changed from those described in Park’s definitive Proxy Statement for the 2024 Annual Meeting of Shareholders held on April 22, 2024.
−Removed: Park's Regulations were amended on October 23, 2023 to address the requirements to be satisfied by a shareholder who wishes to nominate candidates for election as directors at an annual meeting of shareholders or at any special meeting of shareholders called for the purpose of electing directors.
Audit Committee
125 unchanged sentences
10.21† Form of Park National Corporation 2017 Long-Term Incentive Plan for Employees Performance-Based Restricted Stock Unit Award Agreement used to evidence awards of performance-based restricted stock units to employees of Park National Corporation and of its subsidiaries granted effective as of January 1, 2020 and prior to January 20, 2022 (incorporated herein by reference to Exhibit 10.4 to Park's March 31, 2020 Form 10-Q)
−Removed: 22 † Park National Corporation 2017 Long-Term Incentive Plan for Employees Amendment No.
−Removed: 1 to Certain Performance-Based Restricted Stock Unit Award Agreements, entered into as of June 30, 2021, between Park National Corporation and C.
−Removed: Daniel DeLawder (incorporated herein by reference to Exhibit 10.1 to Park National Corporation's Current Report on Form 8-K dated and filed on July 9, 2021 (File No.
10.2 2 † Park National Corporation 2017 Long-Term Incentive Plan for Employees Performance Based Restricted Stock Unit Award Agreement used to evidence awards of performance-based restricted stock units to employees of Park National Corporation and of its subsidiaries granted effective as of January 20, 2022 (incorporated herein by reference to Exhibit 10.29 to Park National Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.
+Added: 10.2 3 † Form of Park National Corporation 2017 Long-Term Incentive Plan for Employees Performance-Based Restricted Stock Unit Award Agreement used to evidence awards of performance-based restricted stock units to employees of Park National Corporation (filed herewith)
+Added: 19 [Insider Trading Policy] (filed herewith)
21 Subsidiaries of Park National Corporation (filed herewith)
24 unchanged sentences
Chairman of the Board and Chief Executive Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 23nd day of February, 2024.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2025.
Name Capacity
11 unchanged sentences
William Englefield IV
−Removed: /s/ Stephen J.
+Added: /s/ Kelly K.Gratz*
+Added: Kelly K.Gratz
/s/ Timothy S.
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.