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 24, 2024
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. ☐ | |||||
-1-
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 24, 2024, City Holding Company (the “Company”) held its 2024 Annual Meeting of Shareholders (“2024 Annual Meeting”) in Charleston, WV. The Company’s Board of Directors fixed the close of business on March 12, 2024, as the record date for the determination of shareholders entitled to notice and vote at the 2024 Annual Meeting. As of March 12, 2024, there were 14,861,214 issued and outstanding shares of Common Stock (exclusive of 4,200,334 shares held as treasury stock which were not voted). A total of 12,358,079 shares of common stock were voted in person or by proxy, representing 83.16% percent of the shares entitled to be voted. Following are the final voting results on the matters considered and voted upon at the 2024 Annual Meeting, all of which are described in the Proxy Statement for the 2024 Annual Meeting.
Proposal 1—Election of Directors.
The Company’s shareholders elected four nominees to serve as Class I Directors each for a three-year term expiring at the 2027 Annual Meeting of Shareholders and one nominee to serve as a Class III Director for a two-year term expiring at the 2026 Annual Meeting.
| Class | For | Against | Abstain | Broker Non-Vote | |||||||||||||
| Gregory A. Burton | I | 10,310,065 | 69,208 | 44,965 | 1,933,841 | ||||||||||||
| J. Thomas Jones | I | 8,239,296 | 2,128,786 | 56,155 | 1,933,842 | ||||||||||||
| James L. Rossi | I | 10,105,966 | 270,493 | 47,779 | 1,933,841 | ||||||||||||
| Diane W. Strong-Treister | I | 9,412,346 | 954,512 | 57,381 | 1,933,840 | ||||||||||||
| James M. Parsons | III | 10,318,526 | 61,610 | 44,103 | 1,933,840 | ||||||||||||
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 LLP as the Company’s independent registered public accounting firm for 2024.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 12,294,573 | 12,561 | 50,945 | 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 2024 Annual Meeting.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 9,877,838 | 443,188 | 103,209 | 1,933,844 | ||||||||
-2-
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 24, 2024 | City Holding Company | ||||
| By: | /s/ David L. Bumgarner | ||||
| David L. Bumgarner | |||||
| Executive Vice President & Chief Financial Officer | |||||
-3-