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PRK > SEC Filings for PRK > Form 8-K on 23-Apr-2013All Recent SEC Filings

Show all filings for PARK NATIONAL CORP /OH/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PARK NATIONAL CORP /OH/


23-Apr-2013

Change in Directors or Principal Officers, Submission of Matters to a Vot


Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the 2013 Annual Meeting of Shareholders held on April 22, 2013 (the "2013 Annual Meeting"), the shareholders of Park National Corporation ("Park") approved the Park National Corporation 2013 Long-Term Incentive Plan (the "2013 Incentive Plan"). The 2013 Incentive Plan replaces Park's 2005 Incentive Stock Option Plan (the "2005 ISO Plan") as well as Park's Stock Plan for Non-Employee Directors of Park National Corporation and Subsidiaries (the "Directors' Stock Plan"), each of which terminated following the approval of the 2013 Incentive Plan by Park's shareholders. From and after April 22, 2013, no further awards will be granted by Park under the 2005 ISO Plan or the Directors' Stock Plan.

The 2013 Incentive Plan makes equity-based awards and cash-based awards (collectively, "Awards") available for grant to eligible participants in the form of:
Incentive Stock Options;

Nonqualified Stock Options (together with the Incentive Stock Options, the "Options");

Stock appreciation rights ("SARs");

Restricted common shares ("Restricted Stock");

Restricted Stock Awards that may be settled in common shares, cash or a combination of the two ("Restricted Stock Units");

Unrestricted common shares ("Other Stock-Based Awards"); and

Cash-Based Awards.

Effective Date and Expiration of the 2013 Incentive Plan The 2013 Incentive Plan became effective on April 22, 2013. Unless earlier terminated by Park's Board of Directors, the 2013 Incentive Plan will terminate on April 22, 2023. No Award may be made under the 2013 Incentive Plan after the termination date, but Awards made prior to the termination date will remain in effect in accordance with their respective terms. In addition, no Incentive Stock Option may be granted after January 28, 2023, the 10th anniversary of the date the Park Board of Directors adopted the 2013 Incentive Plan. Administration of the 2013 Incentive Plan The 2013 Incentive Plan will be administered by the Compensation Committee of Park's Board of Directors, except in the case of Awards to non-employee directors of Park, one of Park's subsidiaries or a division of The Park National Bank ("PNB"), which will be determined by the full Park Board of Directors. For purposes of the following discussion, the term "Committee" will mean (i) the Compensation Committee with respect to any Award granted to an employee of Park or one of its subsidiaries and (ii) the full Board of Directors of Park with respect to any Award granted to a non-employee director of Park, one of Park's subsidiaries or a division of PNB. The Committee will determine the participants to be granted Awards under the 2013 Incentive Plan, the type of Award to be granted and the terms and conditions of each Award.
Park or one of its subsidiaries will enter into a written agreement with each participant in the 2013 Incentive Plan that describes the terms and conditions of each Award granted, including (a) the type of Award and when and how it can be exercised or earned, (b) any exercise price associated with the Award, (c) how the Award will or may be settled, and (d) any other applicable terms and conditions affecting the Award.
Subject to the provisions of the 2013 Incentive Plan governing the termination of employment or service of a participant and the effect of a defined Change in Control and except as provided in the related award agreement with respect to a participant's death, termination due to disability and/or retirement, (i) no condition on the vesting of an Award that is based on the achievement of specified performance goals may be based on performance over a period of less than one year; and (ii) no condition on the vesting of an Award that is based upon the continued employment or service of the participant or the passage of time may provide for vesting in full of the Award more quickly than three years from the date the Award is made provided that such vesting may occur ratably over the three-year period.
Eligibility and Participation
The Committee may select any "Employee" or "Non-Employee Director" to participate in the 2013 Incentive Plan. For purposes of the 2013 Incentive Plan, an "Employee" is any person who is a common law employee of Park or any subsidiary of Park. For purposes of the 2013 Incentive Plan, a "Non-Employee Director" includes any person who is a member of the Park Board of Directors, a member of the board of directors of a Park subsidiary or a member of the advisory/affiliate board of a division of PNB, in each case who is not also an Employee.
Future annual retainers payable to Non-Employee Directors in the form of common shares will be awarded under the 2013 Incentive Plan. The number of common shares awarded will be determined by the full Board of Directors of Park in its sole


discretion; however, the Park Board has determined that for the 2013 fiscal year, the number of common shares to be received by each Non-Employee Director of Park will be 200. It is expected that the annual retainer in the form of common shares will be awarded on the date of the regular meeting of the Park Board of Directors held during the fourth fiscal quarter to those Non-Employee Directors then serving in office.
Common Shares Available Under the 2013 Incentive Plan Subject to the adjustments discussed below, the aggregate number of common shares with respect to which Awards may be granted under the 2013 Incentive Plan will be 600,000. The common shares to be issued and delivered under the 2013 Incentive Plan may consist of either common shares currently held or common shares subsequently acquired by Park as treasury shares, including common shares purchased in the open market or in private transactions. No newly-issued common shares will be delivered under the 2013 Incentive Plan.
The following common shares will not be counted against the common share limit:
common shares covered by an Award that expires or is forfeited, canceled, surrendered or otherwise terminated without the issuance of such common shares;

         common shares covered by an Award that, by its terms, may be settled
          only in cash;


         common shares granted through the assumption of, or in substitution
          for, outstanding awards granted by another entity to individuals who
          become Employees or Non-Employee Directors as the result of a merger,
          consolidation, acquisition or other corporate transaction involving
          such other entity and Park or any of Park's subsidiaries; and


. . .


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

(a) Park held its 2013 Annual Meeting on April 22, 2013. At the close of business on the February 25, 2013 record date, 15,411,986 Park common shares were outstanding and entitled to vote. At the 2013 Annual Meeting, 12,837,811, or 83.29%, of the outstanding Park common shares entitled to vote were represented by proxy or in person.

(b) (i) With respect to the vote to fix the number of directors of Park at 15 (an increase of three from the current number of 12):

                   Number of Votes
    For       Against    Broker Non-Votes    Abstain
12,573,482    203,811                   -     60,518



(ii) Directors elected at the 2013 Annual Meeting for a three-year term to
expire at the 2016 Annual Meeting of Shareholders:


                                      Number of Votes
                       For       Against    Broker Non-Votes    Abstain
Maureen Buchwald    9,350,762    172,144           2,832,209    482,696
Timothy S. McLain   9,880,624     50,906           2,832,209     74,072
Rick R. Taylor      9,883,102     49,484           2,832,209     73,016

Sarah Reese Wallace 9,861,493 82,888 2,832,209 61,221

(iii) Following approval of the proposal to fix the number of directors at 15, the following Directors were elected at the 2013 Annual Meeting to (a) serve for a term of one year to expire at the Annual Meeting on Shareholders to be held in 2014; (b) serve for a term of two years to expire at the Annual Meeting on Shareholders to be held in 2015; and (c) serve for a term of three years to expire at the Annual Meeting on Shareholders to be held in 2016:

                                                       Number of Votes
                                    For          Against       Broker Non-Votes      Abstain
(a) Dr. Charles W. Noble, Sr. -
one year term                   9,772,531        177,441             2,832,209       55,630
(b) Robert E. O'Neill - two
year term                       9,827,015        122,999             2,832,209       55,588
(c) Donna M. Alvarado - three
year term                       9,375,617        156,070             2,832,209      473,915

(iv) With respect to the advisory vote on the frequency of future advisory votes on compensation of Park's named executive officers:

Number of Votes One year Two years Three years Broker Non-Votes Abstain 9,040,364 131,199 597,923 2,832,209 236,116

Based on the voting result above, with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Board of Directors of Park has determined that Park will submit an advisory vote to Park's shareholders on an annual basis to approve Park's compensation for its named executive officers as set forth in Park's proxy statement for the year.

(v) With respect to the vote to approve the non-binding advisory resolution to approve the compensation of Park's named executive officers as disclosed in the proxy statement for the 2013 Annual Meeting:

Number of Votes
For Against Broker Non-Votes Abstain 9,666,933 165,700 2,832,209 172,969


(vi) 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, 2013:

Number of Votes
For Against Broker Non-Votes Abstain 12,692,780 56,741 - 88,290

(vii) With respect to the vote to approve the Park National Corporation 2013 Long-Term Incentive Plan:

Number of Votes
For Against Broker Non-Votes Abstain 9,222,893 589,300 2,832,209 193,409



Item 8.01 - Other Events

On April 22, 2013, Park's Board of Directors authorized the purchase, from time to time, of up to 600,000 Park common shares to be held as treasury shares for subsequent issuance and delivery under the Park National Corporation 2013 Long-Term Incentive Plan (the "2013 Incentive Plan Funding Repurchase Program"). Purchases may be made through NYSE MKT LLC ("NYSE MKT"), in the over-the-counter market or in privately-negotiated transactions, in each case in compliance with all applicable federal and state securities laws (including, without limitation, Rule 10b-5, Rule 10b-18 and Regulation M, each promulgated under the Securities Exchange Act of 1934, and the rules applicable to issuers having securities listed on NYSE MKT) and subject to all applicable limitations under Park's contractual obligations as in effect at the time of each such purchase. Each purchase under the 2013 Incentive Plan Funding Repurchase Program will be made upon such terms and conditions and at such time as any one or more of the Chairman of the Board and Chief Executive Officer, the President, the Chief Financial Officer and the Chief Accounting Officer of Park deems to be appropriate and in the best interest of Park.




Item 9.01 - Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibit is included with this Current Report on Form 8-K:

Exhibit No. Description
10.1 Park National Corporation 2013 Long-Term Incentive Plan

[Remainder of this page intentionally left blank; Signature page follows.]


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