8-K

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 15, 2020

CITY HOLDING COMPANY

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 0-11733

West Virginia	55-0619957
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

25 Gatewater Road, Cross Lanes, West Virginia 25313

(Address of Principal Executive Offices, Including Zip Code)

304-769-1100

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock $2.50 Par Value	CHCO	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Section 5 - Corporate Governance and Management

Item 5.07    Submission of Matters to a Vote of Security Holders

On April 15, 2020, City Holding Company (the “Company”) held its 2020 Annual Meeting of Shareholders (“2020 Annual Meeting”) in Charleston, WV. The Company’s Board of Directors fixed the close of business on March 2, 2020, as the record date for the determination of shareholders entitled to notice and vote at the 2020 Annual Meeting. As of March 2, 2020, there were 16,313,079 issued and outstanding shares of Common Stock (exclusive of 2,748,469 shares held as treasury stock which were not voted). A total of 13,795,232 shares of common stock were voted in person or by proxy, representing 84.57 percent of the shares entitled to be voted. Following are the final voting results on the matters considered and voted upon at the 2020 Annual Meeting, all of which are described in the Proxy Statement for the 2020 Annual Meeting.

Proposal 1-Election of Directors.

The Company’s shareholders elected the following four nominees to serve as Class III Directors on the Board of Directors of the Company until the 2023 Annual Meeting of Shareholders or until a successor is duly elected and qualified.

	Class	For	Against	Abstain	Broker Non-Vote
Thomas L. Burnette	III	11,200,151	651,647	63,861	1,879,573
Robert D. Fisher	III	11,024,545	828,947	62,167	1,879,573
Jay C. Goldman	III	10,706,078	1,131,620	77,960	1,879,574
Charles R. Hageboeck	III	11,755,778	97,610	62,271	1,879,573

Proposal 2-Ratification of the Appointment of the Independent Registered Public Accounting Firm.

The Company’s shareholders ratified, on an advisory basis, the appointment of Crowe LP as the Company’s independent registered public accounting firm for 2020.

For	Against	Abstain	Broker Non-Vote
13,696,790	35,224	63,218	0

Proposal 3-Non-Binding Advisory Vote to Approve Executive Compensation.

The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers disclosed in the Proxy Statement for the 2020 Annual Meeting.

For	Against	Abstain	Broker Non-Vote
11,371,820	359,397	184,439	1,879,576

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Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

Dated: April 15, 2020	City Holding Company
By:	/s/ David L. Bumgarner
	David L. Bumgarner
	Executive Vice President & Chief Financial Officer

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XML

Document and Entity Information Document	Apr. 15, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 15, 2020
Entity Registrant Name	CITY HOLDING COMPANY
Entity Central Index Key	0000726854
Amendment Flag	false
Entity Incorporation, State or Country Code	WV
Entity File Number	0-11733
Entity Tax Identification Number	55-0619957
Entity Address, Address Line One	25 Gatewater Road
Entity Address, City or Town	Cross Lanes
Entity Address, State or Province	WV
Entity Address, Postal Zip Code	25313
City Area Code	304
Local Phone Number	769-1100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $2.50 Par Value
Trading Symbol	CHCO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false