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): August 25, 2021
CITY HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 0-11733
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| 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):
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| ☐ | 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:
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| 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 |
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| 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. ☐ |
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 25, 2021, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing appointment of Javier A. Reyes, Ph.D. to its Board of Directors (“Board”) effective August 25, 2021. Dr. Reyes was appointed to the Board as a Class III director and will stand for election at the Company’s 2022 Annual Meeting of Shareholders.
There is no arrangement or understanding with any person pursuant to which Dr. Reyes was appointed as a member of the Board. Compensatory arrangements for Dr. Reyes will be consistent with the previously disclosed standard arrangements for non-employee directors of the Company, as described on page 13 of the Company’s proxy statement for its 2021 Annual Meeting of Shareholders filed with the Commission on March 29, 2021, which disclosure is incorporated herein by reference.
As of the date of this filing, Dr. Reyes has not been appointed to any committees of the Company.
City National Bank of West Virginia, a Company affiliate, also elected Dr. Reyes to its Board of Directors effective August 25, 2021.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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.
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| Dated: August 26, 2021 | City Holding Company |
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| By: | /s/ David L. Bumgarner |
| David L. Bumgarner |
| Executive Vice President & Chief Financial Officer |
