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Get filing alertsPark National shareholders approve new equity compensation plans authorizing 1.65M shares
Filed April 28, 2026 · Period ending April 27, 2026 · ~1 min read
Key Changes
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Shareholders approved 2026 Employee Long-Term Incentive Plan authorizing 1.5M shares with annual caps of 150K shares total and 15K per employee, replacing the 2017 plan which will grant no new awards.
Item 5.02 verify on EDGAR → -
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Separate 2026 Director LTIP approved authorizing 150K shares for non-employee directors with annual limits of 15K total and 1.5K per director, also replacing 2017 plan.
Item 5.02 verify on EDGAR → -
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Four directors elected to three-year terms through 2029 with strong support (over 11M votes each): D. Byrd Miller III, Matthew R. Miller, Karen A. Morrison, and Robert E. O'Neill.
Item 5.07 verify on EDGAR → -
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Executive compensation approved in advisory vote with 98% support (11.7M for vs 230K against), indicating shareholder satisfaction with pay practices.
Item 5.07 verify on EDGAR → -
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Crowe LLP ratified as independent auditor for 2026 with overwhelming approval (14.4M votes for).
Item 5.07 verify on EDGAR →
Summary
Park National Corporation held its 2026 Annual Meeting on April 27, where shareholders approved two new equity compensation plans that will govern stock-based awards for the next decade. The employee plan authorizes 1.5 million shares with built-in annual limits designed to control dilution, while the director plan authorizes 150,000 shares.
Both replace 2017-era plans that will no longer grant new awards, though existing awards remain outstanding. The employee plan received 84% approval while the director plan passed with 98% support. For retail investors, the key consideration is potential dilution from these equity awards over the ten-year plan term.
With 1.65 million total shares authorized across both plans and annual caps in place, the dilution impact should be gradual and predictable. The strong shareholder support for executive compensation (98% approval) and the re-election of all four director nominees suggests general satisfaction with management and governance. Investors should monitor future proxy statements to track actual equity grants under these new plans and compare them to the stated caps. The annual limits provide guardrails, but the proof will be in how aggressively management uses this authorization in coming years.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) of Park National Corporation (“Park”) held on April 27, 2026, the Park shareholders approved the Park National Corporation 2026 Long-Term Incentive Plan for Employees (the “2026 Employees LTIP”). The Park Board of Directors had previously approved the 2026 Employees LTIP, subject to shareholder approval, on January 20, 2026.
Shareholders approved a new employee long-term incentive plan at the annual meeting. The plan authorizes 1,500,000 common shares for awards including stock options, restricted stock, and cash-based awards. It replaces the 2017 employee plan, which will no longer grant new awards but existing awards remain outstanding.
Added in current filing · verify on EDGAR →
Subject to adjustment as provided in the 2026 Employees LTIP, the aggregate number of common shares available for awards under the 2026 Employees LTIP is 1,500,000. During any fiscal year of Park, the aggregate number of common shares subject to all forms of awards granted to all participants may not exceed 150,000 common shares, provided that the Compensation Committee may increase this annual limit by granting any of the 150,000 common shares that were authorized, but not granted, in prior fiscal years, so long as the total number of common shares covered by awards granted in any given fiscal year does not exceed 300,000 common shares. In addition, the number of common shares subject to all forms of awards granted to a single employee during any fiscal year may not exceed 15,000 common shares.
The employee plan caps total shares at 1,500,000 with annual limits of 150,000 shares (expandable to 300,000 using prior years' unused shares) and individual employee limits of 15,000 shares per year. These limits control potential shareholder dilution from equity compensation over the plan's ten-year term.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Park National held its 2026 Annual Meeting on April 27, 2026, electing four directors and approving executive compensation, auditor, and two equity incentive plans.
Added in current filing · verify on EDGAR → · paraphrased
With respect to the vote to approve the Park National Corporation 2026 Long-Term Incentive Plan for Employees:
Number of Votes | For Against Broker Non-Votes Abstentions | 10,051,399 1,875,565 2,576,630 52,421
Shareholders approved a new 2026 Long-Term Incentive Plan for Employees with approximately 84% support (10.1 million for versus 1.9 million against). This plan will govern future equity-based compensation awards to employees and represents a material governance decision affecting dilution and compensation structure.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR → · paraphrased
With respect to the vote to ratify the appointment of Crowe LLP as Park's independent registered public accounting firm for the fiscal year ending December 31, 2026:
Number of Votes | For Against Broker Non-Votes Abstentions | 14,408,959 100,761 — 46,295
Shareholders ratified the appointment of Crowe LLP as the independent auditor for fiscal year 2026 with overwhelming support (14.4 million votes for versus 101,000 against). This is a routine annual vote confirming the audit firm selection.
Added in current filing · verify on EDGAR → · paraphrased
With respect to the vote to approve the Park National Corporation 2026 Long-Term Incentive Plan for Non-Employee Directors:
Number of Votes | For Against Broker Non-Votes Abstentions | 11,584,603 283,992 2,576,630 110,790
Shareholders approved a new 2026 Long-Term Incentive Plan for Non-Employee Directors with approximately 98% support (11.6 million for versus 284,000 against). This plan will govern equity compensation for outside directors going forward.
Event · Item 9.01 — Financial Statements and Exhibits
Park National filed two new 2026 long-term incentive plans for employees and non-employee directors.
Added in current filing · verify on EDGAR →
Park National Corporation 2026 Long-Term Incentive Plan for Employees
The company has adopted a new long-term incentive plan for employees in 2026. This plan likely provides equity-based compensation such as stock options, restricted stock, or performance shares to align employee interests with shareholder value. The specific terms, award types, and share reserve are detailed in the attached exhibit.
Added in current filing · verify on EDGAR →
Park National Corporation 2026 Long-Term Incentive Plan for Non-Employee Directors
The company has adopted a separate long-term incentive plan for non-employee directors in 2026. This plan typically provides equity compensation to board members to align their interests with shareholders and enhance governance. The specific terms and award structure are detailed in the attached exhibit.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify