Park National Corporation (PRK)
NYSEAMERICAN: PRK · Real-Time Price · USD
173.26
+1.07 (0.62%)
May 1, 2026, 4:00 PM EDT - Market closed
← View all transcripts

AGM 2026

Apr 27, 2026

David Trautman
Chair, Park National

Good afternoon. I'm David Trautman, Chair of Park National Corporation. 84 days have passed since we closed on our partnership with First Citizens. We are delighted to welcome our new Tennessee shareholders, along with our seasoned veteran shareholders to this year's annual shareholder meeting. We will have a bit more to say about our new partnership later during our management report. Lacey Priest is here with us as recording secretary. Lacey, thank you. Although we are meeting virtually, we expect and welcome questions. If you are logged into the meeting as a shareholder, you may submit questions in the Ask a Question box on the webpage. Directors with us today include Jeff Agee, Donna Alvarado, Dr. Frederic Bertley, Dan DeLawder, Bill Englefield, Kelly Gratz, Jason Judd, Tim McLain, Byrd Miller, Karen Morrison, Robert O'Neill, and Leon Zazworsky.

Management with us today is Kelly Herreman, Chief Accounting Officer, and Matt Miller, President and CEO. Guests with us today are Kimberly Schaefer, Partner, Vorys, Sater, Seymour and Pease LLP, and Kristin McDonner, Partner, Crowe LLP. Both Kim and Kristen will be available for questions during the question and answer portion of our meeting. I wanna thank the following people for their roles in preparing for today's meeting. Brady Burt, Kelly Herreman, and Justin Cocozzo of the accounting and financial reporting teams for preparing the slides. Ashley Pizzurro, Renee Buchanan, and Lacey Priest for administrative arrangements, and all of you shareholders who have joined us for this annual meeting. I now advise you of the Inspector of Election, that is Lacey M. Priest, and I now call the meeting to order and declare the voting polls open. I now provide the report of notice of meeting and shareholders represented.

I have an affidavit of mailing from Broadridge certifying the notice that was sent regarding this annual meeting to shareholders of record as of February 27, 2026, which mailing Broadridge commenced on March 9, 2026. This affidavit will be included with the minutes of this meeting. The common shares outstanding and entitled to vote at this meeting as of February 27, 2026, the record date is 17,835,037 shares. The Inspector of Election has informed me that there are represented at this meeting, either virtually or by proxy, approximately 14.6 million common shares, which represent more than a majority of the voting power as of the record date. Thus, a quorum is present for us to transact business at this meeting.

If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so now. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting is complete, we will close the polls, and the Inspector of Election will provide a preliminary report. We have five matters to be voted on at this meeting. Proposal one, the election of four directors, D. Byrd Miller III, Matthew R. Miller, Karen A. Morrison, and Robert E. O'Neill, each to serve for a term of three years to expire at the annual meeting of shareholders to be held in 2029 and until their respective successors are duly elected and qualified. Proposal two, to approve the non-binding advisory resolution to approve the compensation of Park's named executive officers.

Proposal three, to ratify the appointment of Crowe LLP as the independent registered public accounting firm for Park for the fiscal year ending December 31, 2026. Proposal four, to consider and vote upon a proposal to approve the Park National Corporation 2026 Long-Term Incentive Plan for employees. Proposal five, to consider and vote upon a proposal to approve the Park National Corporation 2026 Long-Term Incentive Plan for non-employee directors. If any shareholder would like to make a comment regarding any of the proposals, please submit your question now. We will only answer questions regarding the proposals at this time. Voting polls are now closed. I will now ask Mrs. Priest, as the Inspector of Election, to provide a preliminary report on each of the proposals.

Once she has finished her report, we will adjourn the business portion of the meeting, and I will provide a short report for management on our 2025 financial results. Mrs. Priest.

Lacey Priest
Inspector of Election, Park National

Thank you, David. As Inspector of Election, I will now report the preliminary voting results for today's annual meeting. Final results will be reported in Form 8-K. Proposal one, election of directors. Each of the board's four nominees has been elected and received the required number of for votes. Proposal two, the advisory vote on executive compensation. The proposal passed, receiving 98% of for votes. Proposal three, ratification of Crowe as Park's independent public accounting firm. The proposal passed with 99% of for votes. Proposal four, 2026 long-term incentive plan for employees. The proposal passed with 84.2% for votes of those who voted. Proposal five, 2026 long-term incentive plan for non-employee directors. The proposal passed with 97.6% voting for out of those who voted. Based on the preliminary results, all proposals have been approved. Thank you.

David Trautman
Chair, Park National

Thank you, Lacey. Thus, I am pleased to confirm that the board's four nominees for election have been approved, and we have received approval for the other four proposals. We will report final vote results in our Form 8-K. There being no further business to come before the meeting, may I have a motion to adjourn the meeting?

Leon Zazworsky
Director, Park National

I make the motion, David.

David Trautman
Chair, Park National

Mr. Zazworsky has made the motion. The meeting is now adjourned. The management report details of our performance last year are included in our 2025 annual report and our fiscal year 2025 Form 10-K. We do have a few slides that highlight items from 2025 and our first quarter of 2026 performance. Welcome to our first slide, the annual shareholder meeting. There's the safe harbor statement, which nobody feels safe after reading. Let's go to the first slide, shall we?

We now operate in five states. Two, four, five. Yes, five states. Although we've had customers, and I suspect we have shareholders in all states, nearly all states for shareholders, we now have physical locations in five states. Adding our friends in Tennessee, as I said, 86 days ago for a legal day close. Next. This is a somewhat busy table, but if you look at the items circled in green, those are divisions, regions of ours that have more deposits than loans. The ones in blue have more loans than deposits. We illustrate it in this fashion to illuminate the balance we have between our regions. Sometimes regions have more deposits than loans, sometimes vice versa.

If you look at the column just to the right of where the boxes stop, the one labeled Trust AUM, which is Trust Assets Under Management, you'll see that five of the seven regions have more than $1 billion in their wealth management departments, which is really cool. Long, long time ago, Everett Reese taught us that if we wanted to offer a full range of banking services, it would include wealth management. We're pleased to say that every one of those wealth management departments started from zero at some point, and now we're nearly, well, nearly $10 billion. Next slide, please. For a long time, maybe the last four or five years, Kelly Herreman and Brady Burt have been answering the question, "When are you going to cross $10 billion?" With a sigh and an eye roll.

Well, they don't have to do that anymore because we are not just over 10, we're nearly $13 billion in total assets. As you'll see in the blue box at the top, nearly $10 billion in total loans, just over $11 billion in total deposits, all the while keeping our Net Interest Margin solid and our Return on Average Assets improving. Although you'll see it dipped a bit in the first quarter, and we'll have a little bit more to explain there. The next slide. This is a summary of our income statement for the years ended 2024 and 2025, and then the first quarter of 2025 compared to the first quarter of 2026. At the top, you'll see circled in green, that's our Net Interest Income. This is the largest driver for our income.

Usually when that goes up, you look down to the bottom, net income goes up as well. How much did it go up year-over-year? About $21 million. That's a good number. Other income's up about eight. You got $29 million to the good. Great, right? Whoops. What happened to other expense? Up $27 million. Income before tax is fairly flat, and net income a little bit less, almost flat. One might wonder, why would you increase your assets only to make the same amount of money? It seems illogical. Let's peel the story back a little bit and see what we can find. We adjust the financials to drain away either one-time items or things of such an unusual nature that they don't, in our opinion, compromise what we call our core activities.

Here you can see net interest income, the actual columns on the right, adjusted. Not much difference there. The big difference is in other expense. $18 million adjustment. After you make that adjustment and apply the appropriate taxes, you'll see that our adjusted income increased from roughly 42 to a little over 53. You might say, "What's that witchcraft? Why'd it go eighteen? How did that happen?" Well, on the next slide, we unpack that a little further. You can read the details in the slides because as Kelly tells me, they've been filed. But if you go down to the third green box from the top, the one that circles the 87, 830, you may recall from the previous slide, that's the adjusted other expense item.

It started out, if you go two, four, six lines up at $105, that's what's reported. Right in the middle there is a number of $15.4, and if you look to the left, it says Merger-Related Expenses associated with our First Citizens partnership. We don't expect those to repeat. In our mind, the better number to look at is not the reported number, which is GAAP. That's, I mean, it's certainly legitimate. 41.687% is reported. 53.48%, adjusted. What does that look like in our favorite numbers when translated into our ratios? Well, again, if you look at that circle, those three columns circled, look at the far one on the right in the circle and the far one on the left. That way, you get quarter-over-quarter adjusted.

From 1.70 in 2025 adjusted to 1.83, higher number is better. Same with Return on Average Shareholders' Equity, 13.46%-13.68%. Net Interest Margin improved, earnings per share improved, and our Efficiency Ratio improved. You may recall the smaller number's better. Even if you don't adjust the numbers, our reported numbers would be fine compared to most of the rest of the world. That's what we'll show on the next slide. We believe the adjusted numbers are a better portrayal of our ongoing activities. How do we compare against the peer group? You may know that our goal is to be in the 90th percentile. You can see in every category, the circled green spot there. Everything's north of 90 except Total Capital Ratio.

You may say, "Well, why wouldn't you want to be in the" Our sense is that around the mean in the capital ratio is where you want to be, because if you're too far north of the mean, you could be accused, and I think legitimately so, of not being a very efficient user of your capital. If you get much below the mean, it's too risky for us. We like being right in the middle there. That's what we have. If you go to the last slide, this is not merely a slogan for us. We do live and love to serve, and it will be our delight to help any one of you who wanna give us a shout. Kelly Herreman is moderating our question and answer session. Kelly, we turn to you for any questions.

Kelly Herreman
Chief Accounting Officer, Park National

David, we have no questions.

David Trautman
Chair, Park National

I'm stunned.

All right. Thank you, Kelly. Before we close the meeting, I want to acknowledge a man who joined Park in 1971 as what he thought would be an interim step towards his ultimate goal of becoming a teacher. Fortunately for us as colleagues and all of us as shareholders, that interim step lasted over 55 years. This is Dan DeLawder's last day of Park National board meetings, and thus the end of his formal relationship with your organization. As anyone who has met Dan knows, Park National will always be in his blood, and his devotion and loyalty to it will never waver. He has been the best kind of friend, mentor, and coach, endlessly supportive and diplomatically direct. We in this organization would not be here without his leadership, wisdom, and guidance. We wish Dan, his wife Diane, and their family all the best.

That concludes our meeting. Thank you for your time.

Operator

That concludes our meeting today. You may now disconnect.

Powered by