UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
City Holding Company
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
[LOGO]
March 22, 2002
To Our Shareholders:
On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Shareholders of City Holding Company to be held at the
Charleston Marriott Town Center located at 200 Lee Street, Charleston, West
Virginia 25301, on Wednesday, April 24, 2002 at 1:30 p.m. We look forward to
personally greeting those of you who are able to attend the meeting.
The notice of meeting and proxy statement accompanying this letter
describes the specific business to be acted upon.
In addition to the specific matters to be acted upon, there will be a
report on the progress of the Company and an opportunity for questions of
general interest to the shareholders.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend in person, you are requested to vote, sign, date and
promptly return the enclosed proxy in the postage-paid envelope provided.
City Holding Company thanks you for your consideration and your continued
support.
Sincerely,
/s/ Gerald R. Francis
Gerald R. Francis
President & CEO
CITY HOLDING COMPANY
25 Gatewater Road
Post Office Box 7520
Charleston, West Virginia 25356-0520
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 24, 2002
Notice is hereby given that the Annual Meeting of Shareholders of City
Holding Company will be held at the Charleston Marriott Town Center located at
200 Lee Street, Charleston, West Virginia 25301, on Wednesday, April 24, 2002,
at 1:30 p.m. (local time) for the following purposes:
1. To elect seven Class III directors to serve for a term of three
years. The names of the nominees are set forth in the
accompanying proxy statement.
2. To ratify the Board of Directors' appointment of Ernst & Young LLP
as independent auditors of City Holding Company for 2002.
3. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 8, 2002 are the
only shareholders entitled to notice of and to vote at the annual shareholders
meeting.
By Order of the Board of Directors,
/s/ Victoria A. Evans
Victoria A. Evans,
Secretary
March 22, 2002
IMPORTANT NOTICE
Whether you expect to attend the meeting or not, please vote, sign, date and
return the enclosed proxy in the enclosed self-addressed, postage paid envelope
as promptly as possible. If you attend the meeting, you may vote your shares in
person, even though you have previously signed and returned your proxy.
CITY HOLDING COMPANY
25 Gatewater Road
Post Office Box 7520
Charleston, West Virginia 25356-0520
PROXY STATEMENT
Information Concerning the Solicitation
This statement is furnished in connection with the solicitation of proxies
to be used at the Annual Meeting of Shareholders of City Holding Company (the
"Company") to be held on April 24, 2002.
The solicitation of proxies in the enclosed form is made on behalf of the
Board of Directors of the Company. The cost of preparing, assembling, and
mailing the proxy material and of reimbursing brokers, nominees, and fiduciaries
for the out-of-pocket and clerical expenses of transmitting copies of the proxy
material to the beneficial owners of shares held of record by such persons will
be borne by the Company. The Company does not currently intend to solicit
proxies otherwise than by use of the mail, but certain officers and regular
employees of the Company or its subsidiaries, without additional compensation,
may use their best efforts, by telephone or otherwise, to obtain proxies. The
proxy materials are being mailed, on or about March 22, 2002, to shareholders of
record at the close of business on March 8, 2002.
A shareholder signing and returning a proxy on the enclosed form has the
power to revoke it at any time before the shares subject to it are voted by (i)
notifying, in writing, Victoria A. Evans, City Holding Company, P. O. Box 7520,
Charleston, WV 25356-0520, (ii) executing a proxy with a later date, or (iii)
voting in person at the Annual Meeting the shares represented by the proxy. If a
shareholder specifies how the proxy is to be voted with respect to any of the
proposals for which a choice is provided, the proxy will be voted in accordance
with such specifications. If a shareholder fails to specify with respect to such
proposals, the proxy will be voted FOR proposals One and Two.
Shareholders' Proposals for 2003 Annual Meeting
Shareholders' proposals intended to be presented at the 2003 Annual Meeting
must be delivered to the Secretary at the principal executive offices of the
Company not less than 120 calendar days prior to the first anniversary of the
2002 Annual Meeting. If the date of the 2003 Annual Meeting is changed by more
than 30 days from the anniversary date of the 2002 Annual Meeting, notice by the
shareholder must be received by the later of 120 days prior to the 2003 Annual
Meeting or 10 calendar days following the date on which public announcement of
the date of the 2003 Annual Meeting is first made. To be so included, all such
submissions must comply with the requirements of Rule 14a-8 of the Securities
Exchange Act of 1934. The Board of Directors directs the close attention of
interested shareholders to that Rule. In addition, if the Company does not
receive notice of a shareholder proposal at least 45 days before the Company
first mails its proxy statement for the 2003 Annual Meeting, the persons named
as proxies in the Company's proxy card for the 2003 Annual Meeting will have
discretionary authority to vote on such proposal at the 2003 Annual Meeting.
Outstanding Voting Shares
Only shareholders of record at the close of business on March 8, 2002 are
entitled to vote at the Annual Meeting. On that day, there were issued and
outstanding 16,887,934 shares of common stock (after deducting an aggregate of
4,979 shares held in treasury). Each share has one vote. Directors are elected
by a plurality of the votes cast. The affirmative vote of a majority of the
shares represented and entitled to vote at the Annual Meeting is required to
ratify the appointment of Ernst & Young LLP. In elections of directors, each
shareholder shall have the right to cast one vote for each share of stock owned
by him for as many persons as there are directors to be elected, or, upon notice
to the Company in accordance with West Virginia law, he may cumulate such votes
and give one candidate as many votes as the number of directors to be elected
multiplied by the number of his shares of stock or he may distribute them on the
same principle among as many candidates and in such manner as he shall desire.
If one shareholder has given notice that he intends to cumulate votes, all
shareholders may do so. The Proxies may cumulate their votes at their
discretion.
The presence, in person, or by properly executed proxy, of the holders of a
majority of the outstanding shares of the Company's Common Stock entitled to a
vote at the Annual Meeting is necessary to constitute a quorum at the Annual
Meeting. Abstentions will be counted as shares present for purposes of
determining the presence of a quorum. As a consequence, abstentions will have
the effect of votes against the proposal to ratify the appointment of Ernst &
Young LLP. Because director nominees must receive a plurality of the votes cast
at the meeting, a vote withheld will not affect the outcome of the election. Any
shares held in
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street name that are not voted ("broker non-votes") in the election of directors
or the proposal to ratify the appointment of Ernst & Young LLP will not be
included in determining the number of votes cast.
STOCK OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTOR
AND NAMED EXECUTIVE OFFICERS
The Company's only authorized voting equity security is its Common Stock,
par value $2.50 per share (the "Common Stock"). As discussed on the preceding
pages, the Company's Common Stock has one vote per share on all matters except
the election of directors.
The table below presents certain information as of February 1, 2002
regarding beneficial ownership of shares of Common Stock by Directors, named
executive officers, and all Directors and executive officers as a group. The
Company knows of no person that owns more than 5% of the outstanding Common
Stock.
Common Shares Subject
Sole Voting and to a Aggregate
Name of Beneficial Owner Investment Power Other /(1)/ Right to Acquire /(2)/ Percentage Owned
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Directors:
Samuel M. Bowling /(3)/ 85,076 6,165 *
Hugh R. Clonch /(3)/ 19,377 91,984 *
Oshel B. Craigo 9,740 2,912 *
William H. File III 12,476 999 *
Robert D. Fisher /(3)/ 10,316 *
Gerald R. Francis 18,500 6,345 17,390 *
Jay C. Goldman /(3)/ 11,332 *
Robert E. Grist 28,427 *
David E. Haden /(3)/ 62,496 5,015 *
David W. Hambrick 32,444 3,009 *
Frank S. Harkins, Jr. 32,799 10,000 2,777 *
Tracy W. Hylton II 16,299 *
C. Dallas Kayser 33,949 472 *
Philip L. McLaughlin /(3)/ 32,291 3,205 15,443 *
E. M. Payne III 4,895 54,230 *
Robert T. Rogers /(3)/ 21,828 2,721 *
James L. Rossi 8,549 *
Sharon H. Rowe 47,488 8 *
James E. Songer II 5,223 60,250 *
Albert M. Tieche, Jr. 30,000 *
Mary H. Williams 7,101 56,740 *
Named Executive Officers:
William L. Butcher 12,300 5,500 12,453 *
Charles R. Hageboeck 5,800 10,141 *
John S. Loeber 12,000 11,547 *
Directors and Executive
Officers as a group (25 persons) 565,706 309,555 81,311 5.66%
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* Less than 1%.
/(1)/ Includes shares (a) owned by or with certain relatives; (b) held in
various fiduciary capacities; (c) held by certain corporations; (d) held
in trust under the Company's 401(k) Plan and Trust ("401(k) Plan").
Shares previously held in trust under the
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Company's Employee Stock Ownership Plan ("ESOP") are now held under the
401(k) Plan. The ESOP was merged into the 401(k) Plan effective November
1, 2001.
/(2)/ Includes options to acquire shares of the Company's common stock that are
exercisable within 60 days of February 1, 2002. (3) Messrs. Bowling,
Clonch, Fisher, Goldman, Haden, McLaughlin and Rogers are nominees for
re-election to the Board of Directors.
ELECTION OF DIRECTORS (Proposal 1)
In accordance with the Company's Bylaws, the Board of Directors is
classified into three classes as nearly equal in number as the then total number
of Directors constituting the whole Board permits. Each class is to be elected
to separate three (3) year terms with each term expiring in different years. At
each Annual Meeting the directors or nominees constituting one class are elected
for a three (3) year term. The term of those directors listed below as Class III
expires at the Annual Meeting on April 24, 2002. There are seven nominees for
election as Class III directors to serve for terms of three years expiring on
the date of the Annual Meeting in 2005. Messrs. Bowling, Clonch, Fisher,
Goldman, Haden, McLaughlin and Rogers currently serve as directors of the
Company and will stand for re-election as Class III directors. Any vacancies
that occur after the Directors are elected may be filled by the Board of
Directors in accordance with the Company's Bylaws for the remainder of the full
term of the vacant directorship.
Each director elected will continue in office until a successor has been
elected. It is intended that the persons named in the accompanying proxy will
vote to elect seven Class III directors, unless authority to so vote is
withheld. If any nominee is unable to serve, which the Board of Directors has no
reason to expect, the persons named in the accompanying proxy intend to vote for
the balance of those named and, if they deem it advisable, for a substitute
nominee. The names of the nominees for directors of the Company and the names of
the directors of the Company whose terms of office will continue after the
Annual Meeting are listed in the following table.
Name Age Director Since Principal Occupation During The Past Five Years
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Class III Nominees (Terms Expire in 2005)
Samuel M. Bowling 64 1983 President and Owner, Dougherty Co., Inc., Charleston, WV (mechanical
contractor). Owner, S. M. Bowling, Inc., Charleston, WV (personal
holding company). Owner, Bowling Enterprises, Inc., Charleston, WV
(auto, truck, and equipment leasing company). Vice Chairman of the
Board, City Holding Company since 1999. Chairman of the Board, City
National Bank of West Virginia since 1990.
Hugh R. Clonch 62 1995 President, Clonch Industries, Dixie, WV (lumber manufacturer).
Robert D. Fisher 49 1994 Partner, Adams, Fisher & Evans, Ripley, WV (law firm).
Jay C. Goldman 58 1988 Mayor, City of Charleston, Charleston, WV, since June 1999.
President, Goldman and Associates, Charleston, WV (real estate).
David E. Haden 63 1998 President, CityInsurance Professionals (formerly RMI, Ltd;),
Charleston, WV (insurance agency).
Philip L. McLaughlin 61 1993 /(1)/ Chairman of the Board, City Holding Company, Charleston, WV since
January 1999. Regional President (Allegheny Region), City National
Bank, Charleston, WV from 1999 - June 2001. Former President, Chief
Operating Officer and Director, Horizon Bancorp, Inc., Beckley, WV.
Former President, Chief Executive Officer and Director, Greenbrier
Valley National Bank, Lewisburg, WV. Former Director, First National
Bank in Marlinton, Marlinton, WV; Bank of Raleigh, Beckley, WV;
and The Twentieth Street Bank, Inc., Huntington, WV.
Robert T. Rogers 68 1985 /(1)/ President and Chief Executive Officer, R. T. Rogers Oil Co., Hinton,
WV (oil and fuel distributor). Former Director of National Bank of
Summers of Hinton, Hinton, WV.
-3-
Class I Directors (Terms Expire in 2003):
Robert E. Grist 43 2001 President, Grist Lumber, Inc., Clintonville, WV (hardwood lumber
manufacturer). Director, City National Bank of West Virginia,
Charleston, WV since 1999. Former Director, Greenbrier Valley
National Bank, Lewisburg, WV.
David W. Hambrick 60 1993 /(1)/ Attorney, Guills & Via, Lewisburg, WV (law firm) since January 2002,
self-employed attorney from March 2000 to December 2001. Former Vice
President, City Holding Company from January 1999 to March 2000.
Executive Vice President, Horizon Bancorp, Inc., 1986 - 1999. Former
Director, First National Bank in Marlinton, Marlinton, WV.
Frank S. Harkins, Jr. 62 1982 /(1)/ Retired as Chairman of the Board and Chief Executive Officer,
Horizon Bancorp, Inc., Beckley, WV in May 1998. Former Director,
President and Chief Executive Officer, Bank of Raleigh, Beckley, WV
until 1999. Former Director, National Bank of Summers of Hinton,
Hinton, WV; Greenbrier Valley National Bank, Lewisburg, WV; and The
Twentieth Street Bank, Huntington, WV.
James L. Rossi 47 2001 President, James Rossi, CPA, Point Pleasant, WV (public accounting).
Director, City National Bank of West Virginia, Charleston, WV since
1999. Former Director, Peoples Bank of Point Pleasant, Point
Pleasant, WV.
James E. Songer II 45 2000 President, Songer Insurance Agency, Beckley, WV (insurance agency).
Owner, Homeseekers LLC, Beckley, WV (real estate sales and
development). Former Director, Bank of Raleigh, Beckley, WV.
Albert M. Tieche, Jr. 49 1992 /(1)/ General Manager, Black Knight Country Club, Beckley, WV (golf and
country club) since February 2002. President, BHI, Inc. (surviving
corporation of Beckley Hospital Inc.), Beckley, WV. Former
Administrator and Treasurer, Beckley Hospital, Inc., Beckley, WV
(health care), 1977 - 1997. Former Director , Bank of Raleigh,
Beckley, WV.
Mary H. Williams 40 2001 Treasurer, Hooten Equipment Company, Charleston, WV
(dealers/distributors of commercial heating and air conditioning and
suppliers of food service equipment). Treasurer, Virginia Street
Corporation, Charleston, WV (real estate). Director, City National
Bank of West Virginia, Charleston, WV since 1999. Former
Pharmaceutical Sales Specialist, AstraZeneca, from September 2000 to
August2001. Former Director, Capital State Bank, Charleston, WV.
Class II Directors (Terms Expire in 2004):
Oshel B. Craigo 64 2001 Owner, Better Foods, Inc. (restaurants). Owner, Craigo Real Estate,
Inc. (real estate). Owner, Mt. State Properties, Inc. (real
estate). Owner, Gino's Distributing Co., Inc. (restaurants).
Director, City National Bank of West Virginia, Charleston, WV since
1999.
William H. File III 54 2001 Partner, File, Payne, Scherer & File, Beckley, WV (law firm).
Director, City National Bank, Charleston, WV since 1999. Former
Director, Horizon Bancorp, Inc., Beckley, WV; Bank of Raleigh,
Beckley, WV.
Gerald R. Francis 58 2001 President and Chief Executive Officer, City Holding Company and City
National Bank, Charleston, WV since January 2001. Director, City
National Bank of West Virginia, Charleston, WV since June 2001.
President and Director, Peoples Bank Corp. of Indianapolis, IN, 1997
- 1999.
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Tracy W. Hylton II 53 1993 /(1)/ President, Eller, Inc., Beckley, WV (construction and reclamation
company). President, Gracie, Inc., Mabscott, WV (lease holding
company). Member, Harper Hotel LLC, Beckley, WV (management
company). President, Lightning, Inc., Skelton, WV (lease holding and
coal sales). President, MIN, Inc., Beckley, WV (coal sales). Vice
President, Nell Jean Enterprises, Inc., Beckley, WV (retail sales of
mining, construction, sporting goods). President, Nell Jean
Industries, Mabscott, WV (heavy excavation and reclamation);.
President, New Land Leasing Company, Inc., Skelton, WV (lease holding
company). President, Patience, Inc., Skelton, WV (surface coal
mining);. Secretary and Treasurer, Patton, Inc., Beckley, WV
(contract underground coal mines). Member, T & M, LLC, Beckley, WV
(land owner and lessor);. Executive Vice President, WRM, Inc.,
Beckley, WV (management company).
Former Director, Bank of Raleigh, Beckley, WV.
C. Dallas Kayser 50 1995 Partner, Kayser, Layne & Clark, PLLC (formerly C. Dallas Kayser,
LC), Point Pleasant, WV (law firm). Treasurer, Deerfield
Development Corp., Point Pleasant, WV (land development). Former
Chairman, Peoples National Bank, Point Pleasant, WV. Former
Director, Peoples Bank of Point Pleasant, Point Pleasant, WV.
E. M. Payne III 66 1985 /(1)/ Partner, File, Payne, Scherer & File, Beckley, WV (law firm). Former
Director, Bank of Raleigh, Beckley, WV.
Sharon H. Rowe 50 2001 Director of Communications, The Greenbrier Resort, White Sulphur
Springs, WV. Vice President of Communications, The Greenbrier Resort
Management Company, White Sulphur Springs, WV since 1998. Director,
City National Bank of West Virginia, Charleston, WV since 1999.
Former Director, Horizon Bancorp, Inc., Beckley, WV; Greenbrier
Valley National Bank, Lewisburg, WV.
/(1)/ On December 31, 1998, the merger of Horizon Bancorp, Inc. ("Horizon")
into City Holding Company ("City Holding") (the "Holding Company
Merger") was consummated and certain directors of Horizon became
directors of City Holding.
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ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
Committees of the Board of Directors and Meeting Attendance
The full Board of Directors met 15 times during the fiscal year ended
December 31, 2001. No director attended fewer than 75% of the meetings of the
Company's Board of Directors held during fiscal year 2001 except Mr. Clonch.
The Company has an Executive Committee consisting of Messrs. McLaughlin
(Chairman), Bowling, Clonch, Francis, Grist, Kayser, Payne and Rogers that meets
only on call. Subject to the West Virginia Corporation Act, the Committee has
the power to act between meetings of the Board on virtually all matters that the
Board could act upon, but generally reserves its function for special or
emergency purposes. In addition, the Executive Committee members, with the
exceptions of Messrs. Francis and McLaughlin, serve as members of the
Compensation Committee, of which Mr. Bowling is the Chairman. The Compensation
Committee's function is to make recommendations to the Board with respect to the
compensation of executive officers and certain other officers who participate in
the Company's Stock Incentive Plan. The Executive Committee met four (4) times
during the fiscal year ended December 31, 2001. No Executive Committee member
attended fewer than 75% of the Executive Committee meetings held during fiscal
year 2001. No Compensation Committee meetings were held during the fiscal year
ended December 31, 2001.
The Audit Committee of the Company held nine (9) meetings during fiscal
year 2001. During 2001, members of the Audit Committee included Messrs. Rossi
(Chairman), File, Fisher, Hambrick, Hylton, Payne and Tieche, none of whom is
employed by the Company. The Audit Committee recommends the engagement of the
independent auditors, considers the scope of the audit, reviews the activities
and recommendations made by the Company's internal auditors, and considers
comments made by the independent auditors with respect to the Company's internal
control structure. The Audit Committee is comprised of seven directors all of
whom are independent, as that term is defined in the listing standards of The
Nasdaq Stock Market, Inc., except Mr. Hambrick, who was employed by the Company
until March 31, 2000. Upon review of his credentials, business experience,
financial expertise, and previous audit committee experience, the Board of
Directors has determined that exceptional and limited circumstances exist such
that the best interests of the Company and its shareholders are served by the
membership of Mr. Hambrick on the Audit Committee. The Audit Committee operates
under a written charter adopted by the Board of Directors. No Audit Committee
member attended fewer than 75% of the Audit Committee meetings held during the
fiscal year ended December 31, 2001, except Messrs. File and Hylton.
The Company has a Legal Oversight Committee whose members consist of
Messrs. Payne (Chairman), File, Fisher, Goldman, Hambrick and Kayser. The
Committee met four (4) times during fiscal year 2001. The purpose of the Legal
Oversight Committee is to advise and make recommendations to management on legal
matters. The Committee meets quarterly or on an on call basis. No Legal
Oversight Committee member attended fewer than 75% of the Legal Oversight
Committee meetings held during fiscal year 2001.
The CEO Search Committee, formed in July 2000, was created for the purpose
of recruiting and selecting a candidate to replace the Company's former
President and CEO who resigned in June 2000. This special purpose Committee,
consisting of Messrs. Kayser (Chairman), Bowling, Clonch, Goldman, Hylton,
McLaughlin, Payne and Ms. Rowe, met five (5) times during the first quarter of
fiscal year 2001. Following the selection and employment of the CEO candidate,
Mr. Francis, the Committee was dissolved. No director attended fewer than 75% of
the CEO Search Committee meetings held during fiscal year 2001 except Messrs.
Clonch and Hylton.
During 2001, the Trust Committee held five (5) meetings. The Trust
Committee exercises general oversight of the trust activities of City National
Bank. Membership of the Committee consists of directors from both City Holding
Company and City National Bank and includes Messrs. File (Chairman), Craigo,
Haden, Rogers, Songer, Tieche and Ms. Williams. No director attended fewer than
75% of the Trust Committee meetings held during the fiscal year ended December
31, 2001.
In addition, the Board has Compliance and Strategic Planning Committees.
Each of these Committees is comprised of members from both the Company's Board
of Directors and the Board of Directors of City National Bank. Compliance
Committee members included Messrs. Rossi (Chairman), Bowling, Goldman, Harkins,
Tieche and Mmes. Rowe and Williams. The Strategic Planning Committee consists of
Ms. Rowe (Chairman), Messrs. Bowling, Francis, Hambrick, Harkins, Kayser,
McLaughlin and Tieche. The purpose of the Compliance and Strategic Planning
Committees is to review and monitor the Bank's progress with respect to various
articles contained within the formal agreement signed between the Office of the
Comptroller of the Currency and the Bank. During fiscal year 2001, the
Compliance Committee held eleven (11) meetings and no director attended fewer
than 75% of those meetings except Mr. Bowling. The Strategic Planning Committee
held four (4) meetings during the fiscal year ended December 31, 2001 and no
director attended fewer than 75% of the meetings held except Mr. Harkins.
-6-
During 2001, the full Board of Directors functioned as a Nominating
Committee. Pursuant to the Company's Amended and Restated Bylaws, the Board
considers nominees recommended by the shareholders if such recommendations are
submitted to the Secretary at the principal executive offices of the Company not
less than 120 calendar days prior to the first anniversary of the previous
year's annual meeting. If no annual meeting was held in the previous year or the
date of the annual meeting was changed by more than 30 days from the anniversary
date of the previous year's annual meeting, notice by the shareholder must be so
received by the later of 120 calendar days prior to such annual meeting or 10
calendar days following the date on which public announcement of the date of the
meeting is first made. Nominations of persons for election to the Board of
Directors may be made only (A) by the Board of Directors or the Chief Executive
Officer, or (B) by any shareholder entitled to vote at the meeting who complies
with the requirements of the Securities Exchange Act of 1934 and rules and
regulations promulgated thereunder and the procedures set forth in the Company's
Amended and Restated Bylaws.
Compensation of Directors
During 2001, non-employee Directors of the Company received $500 for each
Board meeting attended and $250 for each Committee meeting attended. Directors
who are officers or employees of the Company and its subsidiaries receive no
additional compensation for service on the Board or any of its Committees.
Directors are paid fees for serving on advisory boards of directors of the
Company and its subsidiaries. During fiscal year 2001, Messrs. Clonch, Kayser,
Rossi, and Fisher were paid $400, $1400, $1,400 and $1,000, respectively, for
service as advisory directors.
Mr. Bowling was paid $27,000 during fiscal year 2001 for serving as
vice-chairman of the Board of Directors and is classified as an employee, with
benefits commensurate with those available to all other employees of the
Company. He was not paid any other fees for director or committee service or for
meeting attendance.
The Company has made contributions for the benefit of Messrs. Payne, File,
Songer, Harkins, Hylton, and Tieche under the Bank of Raleigh Directors'
Deferred Compensation Plan and for Mr. Harkins under the National Bank of
Summers Directors' Deferred Compensation Plan. The Bank of Raleigh and the
National Bank of Summers were Horizon Bancorp subsidiaries that were merged into
City National Bank of West Virginia in 1999. Under the terms of these Plans,
directors (or their survivors) are entitled to payments for a period of 15 years
upon reaching retirement age, as defined by the Plans, or death. The Company
makes annual contributions to fund its future financial commitments under these
Plans. During fiscal year 2001, the Company also contributed $21,600, $10,200,
$9,600, $10,800, $6,000 and $4,200 to the accounts of Messrs. Payne, File,
Songer, Harkins, Hylton and Tieche respectively, pursuant to these Plans. The
Company has accrued the present value of these obligations in its Consolidated
Balance Sheet. It will make annual increases in the present value of its
obligations in order to appropriately recognize the present value of the future
obligations to the participants. During fiscal year 2001, Mr. Rogers received
retirement benefit payments totaling $12,688 under the National Bank of Summers
Directors' Deferred Compensation Plan. Mr. Rogers' retirement benefit payments
began at age 65, as provided for under that Plan.
-7-
Report of the Audit Committee
The Audit Committee of the Board of Directors (the "Audit Committee")
recommends to the Board of Directors, subject to shareholder ratification, the
selection of the Company's independent auditors. Management is responsible for
the Company's internal controls and the financial reporting process. The
independent auditors are responsible for performing an independent audit of the
Company's consolidated financial statements in accordance with generally
accepted auditing standards and for issuing a report thereon. The Audit
Committee's responsibility is to monitor and oversee these processes. In this
context, the Audit Committee has met and held discussions with management and
Ernst & Young LLP ("Ernst & Young"), the Company's independent auditors.
Management represented to the Audit Committee that the Company's
consolidated financial statements were prepared in accordance with generally
accepted accounting principles, and the Audit Committee has reviewed and
discussed the consolidated financial statements with management and Ernst &
Young.
The Audit Committee has discussed with Ernst & Young the matters required
to be discussed by Statement on Auditing Standards No. 61 (Codification of
Statements on Accounting Standards).
The Audit Committee has also received the written disclosures and the
letter from Ernst & Young relating to the independence of that firm as required
by Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees), and has discussed with Ernst & Young that firm's independence
from the Company. The Audit Committee has also considered whether the provision
of services by Ernst & Young covering financial information systems design and
implementation and other services is compatible with maintaining Ernst & Young's
independence.
Based upon the Audit Committee's discussions with management and Ernst &
Young and the Audit Committee's review of the representations of management and
the report of Ernst & Young to the Audit Committee, the Audit Committee
recommended that the Board of Directors include the audited consolidated
financial statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001 filed with the Securities and Exchange Commission.
Respectfully submitted,
James L. Rossi, Chairman
William H. File III
Robert D. Fisher
David W. Hambrick
Tracy W. Hylton II
E.M. Payne III
Albert M. Tieche, Jr.
-8-
EXECUTIVE OFFICERS OF CITY HOLDING COMPANY
At March 22, 2002, the executive officers of the Company were as follows:
Name Age Business Experience
- --------------------------------------------------------------------------------------------------------------------
Gerald R. Francis 58 President and Chief Executive Officer, City Holding Company and City
National Bank, Charleston, WV since January 2001. Director, City National
Bank of West Virginia, Charleston, WV since June 2001. President and
Director, Peoples Bank Corp. of Indianapolis, IN, 1997 - 1999.
Philip L. McLaughlin 61 Chairman of the Board, City Holding Company, Charleston, WV since January
1999. Regional President (Allegheny Region), City National Bank,
Charleston, WV from 1999 - June 2001. Former President, Chief Operating
Officer and Director, Horizon Bancorp, Inc., Beckley, WV. Former President, Chief
Executive Officer and Director, Greenbrier Valley National Bank,
Lewisburg, WV. Former Director, First National Bank in Marlinton,
Marlinton, WV; Bank of Raleigh, Beckley, WV; and The Twentieth Street
Bank, Inc., Huntington, WV.
William L. Butcher 37 Executive Vice President of Retail Banking, City Holding Company and City
National Bank, Charleston, WV since April 2001. Senior Vice President of
Retail Banking, Fifth Third Bank, Indianapolis, IN from September 1999 to
November 2000. Senior Vice President of Retail Banking, Peoples Bank
Corp. of Indianapolis, IN from January 1998 to September 1999. Vice
President of Retail Banking, Bank One, Cincinnati, OH from November 1989
to January 1998.
Charles R. Hageboeck 39 Executive Vice President and Chief Financial Officer, City Holding Company
and City National Bank, Charleston, WV since June 2001. Director of
Forecasting, Roche Diagnostics Corp., Indianapolis, IN from May 2000 to
June 2001. Chief Financial Officer, Peoples Bank Corp. of Indianapolis,
IN from August 1995 to December 1999.
John L. Loeber 57 Executive Vice President of Commercial Banking and Chief Credit Officer
City Holding Company and City National Bank, Charleston, WV since May
2001. Senior Credit Officer, Union Federal Bank, Indianapolis, IN from
October 2000 to May 2001. Senior Vice President and Chief Credit Officer,
Peoples Bank Corp. of Indianapolis, IN from May 1998 to November 1999.
Executive Vice President of Commercial Banking, Signet Banking Corp.,
Richmond, VA from 1992 to 1997.
Craig G. Stilwell 46 Executive Vice President of Marketing & Human Resources, City Holding
Company and City National Bank, Charleston, WV since May 2001. Industry
Consulting Leader-Financial Services, Olive LLP, Indianapolis, IN from
November 1999 to May 2001. Senior Vice President-Director of Human
Resources & Marketing, Peoples Bank Corp. of Indianapolis, IN from 1978 to
November 1999.
-9-
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation for the Company's
Chief Executive Officers during 2001 and its other most highly paid executive
officers, as well as the total compensation paid to each individual during the
Company's last three fiscal years:
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation
Compensation Awards
------------ ------------
Securities
Fiscal Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Options (#) Compensation ($)/(1)/
--------------------------- --------- ----------- -------------- ----------- --------------------
Robert A. Henson /(2)/ 2001 37,500 ---- 198,581 /(3)/
Acting Chief Executive Officer 2000 150,000 75,000 ---- 16,103
and Chief Financial Officer 1999 150,000 ---- 15,000 24,084
Gerald R. Francis /(4)/ 2001 229,167 250,000 /(5)/ 200,000 35,206 /(6)/
President, Chief Executive Officer
and Director
Philip L. McLaughlin 2001 180,445 ---- ---- 9,014 /(7)/
Chairman of the Board 2000 180,000 ---- ---- 12,744
1999 180,000 ---- 15,000 17,082
William L. Butcher /(8)/ 2001 123,958 130,000 /(9)//(10)/ 20,000 24,571 /(11)/
Executive Vice President
Retail Banking
Charles R. Hageboeck /(12)/ 2001 111,806 130,000 /(9)//(13)/ 30,000 23,701 /(11)/
Executive Vice President and
Chief Financial Officer
John S. Loeber /(14)/ 2001 109,375 105,000 /(9)//(15)/ 20,000 11,985 /(11)/
Executive Vice President, Commercia
Banking and Chief Credit Officer
/(1)/ Includes the imputed value of life insurance benefits, moving
expenses, automobile allowances and Company matching contributions
under the Company's 401(k) Plan and Trust, a tax-qualified defined
contribution plan (the "401(k) Plan").
/(2)/ Mr. Henson resigned as an executive officer of the Company effective
March 31, 2001.
/(3)/ In 2001, Mr. Henson received Severance benefits of $129,547 under
his employment agreement, $51,500 for completion of several
consulting projects for the Company following his resignation, and
retained ownership of certain company assets valued at $16,355.
/(4)/ Mr. Francis joined the Company on January 31, 2001.
/(5)/ Mr. Francis' employment contract guaranteed a bonus of $100,000 for 2001.
In addition, he received a $150,000
performance bonus.
/(6)/ Mr. Francis received an auto allowance of $10,750, $22,521 for relocation
expenses and the imputed value of life insurance benefits.
/(7)/ Mr. McLaughlin received the use of a Company auto worth $3,168 and a
company match of $5,400 for contributions under the 401(k) Plan. Under
the 401(k) Plan, a participant may elect to defer between 1% and 15% of
eligible
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compensation. The Company will make a matching contribution equal to 50%
of amounts deferred up to 6% of eligible compensation.
/(8)/ Mr. Butcher joined the Company on April 12, 2001.
/(9)/ Messrs. Butcher, Hageboeck, and Loeber each were paid signing bonuses of
$30,000.
/(10)/ Mr. Butcher received a $50,000 bonus under his contract. In addition, he
received a $50,000 performance bonus.
/(11)/ Messrs. Butcher, Hageboeck, and Loeber's other compensation was in the
form of relocation assistance and the imputed value of life insurance
benefits.
/(12)/ Mr. Hageboeck joined the Company on June 11, 2001.
/(13)/ Mr. Hageboeck received a $100,000 bonus under his contract.
/(14)/ Mr. Loeber joined the Company on May 16, 2001.
/(15)/ Mr. Loeber received a $50,000 bonus under his contract. In addition, he
received a $25,000 performance bonus.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table shows the stock options granted to each named
executive officer during the fiscal year ended December 31, 2001. The Company
did not grant any stock appreciation rights ("SARs") during the 2001 fiscal
year.
Potential Realizable Value
At Assumed Annual Rates
Of Stock Price Appreciation
Individual Grants For Option Term
- -----------------------------------------------------------------------------------------------------------------------------
Number of % of
Securities Total Options
Underlying Granted to Exercise
Options Employees in or Base Expiration
Name Granted (#)/(1)/ Fiscal Year Price ($/sh) Date 5% ($)/(1)/ 10% ($)/(2)/
- ---- -------------- ----------- ------------ ---- --------- ----------
Gerald R. Francis 200,000 67.80% $5.75 1/30/2011 724,000 1,832,000
Philip L. McLaughlin ---- ---- ---- ---- ---- ----
William L. Butcher 20,000 6.78% $8.03 4/11/2011 101,000 256,000
Charles R. Hageboeck 30,000 10.17% $9.86 6/10/2011 186,000 471,300
John S. Loeber 20,000 6.78% $8.66 5/15/2011 109,000 276,000
/(1)/ The potential realizable value assuming 5% annual appreciation is based
on achieving a stock price of $9.36 for Mr. Francis, $13.08 for Mr. Butcher,
$16.06 for Mr. Hageboeck and $14.01 for Mr. Loeber.
/(2)/ The potential realizable value assuming 10% annual appreciation is based
on achieving a stock price of $14.90 for Mr. Francis, $20.83 for Mr. Butcher,
$25.57 for Mr. Hageboeck and $22.46 for Mr. Loeber.
At December 31, 2001, the Company's stock price closed at $12.04.
-11-
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table shows the stock options exercised by the named
executive officers during the fiscal year ended December 31, 2001 and the number
and value of all unexercised options held by the named executive officers at
December 31, 2001.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End(#) at Fiscal Year End($)
----------------------------- ---------------------
Shares
Acquired Value
Name On Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------------- ----------- ----------- ------------- ----------- -------------
Gerald R. Francis ---- ---- 17,390 182,610 $ 109,383.10 $ 1,148,616.90
Philip L. McLaughlin ---- ---- 15,443 6,000 ---- ----
William L. Butcher ---- ---- 12,453 7,547 $ 49,936.53 $ 30,263.47
Charles R. Hageboeck ---- ---- 10,141 19,859 $ 22,107.38 $ 43,292.62
John S. Loeber ---- ---- 11,547 8,453 $ 39,028.86 $ 28,571.14
Note: Unexercisable options held by Messrs. Francis, Butcher, Hageboeck, and
Loeber become exercisable the earlier of six years from the date of grant or
upon the achievement of share price thresholds of $14, $17, and $20.
Compensation Committee Report on Executive Compensation
To the Board of Directors of City Holding Company:
The Compensation Committee submits the following report of its
deliberations with respect to compensation of the Company's executives for 2001:
During 2001, the Company hired a new CEO and executive management team.
These executives were hired under employment agreements specifying salary, 2001
bonuses, a bonus formula for future years tied to the Company's profitability,
stock options, and other benefits typically provided to executives at these
levels. Mr. McLaughlin, the Chairman of the Board, is also compensated under an
employment agreement. The Company believes executive compensation should be
linked to the performance of the Company and provide levels of compensation
which are adequate to attract and to retain quality management. The Company
determines compensation packages based upon the executive's credentials as well
as a review of compensation at peer banking institutions. Further, the
employment agreements were approved by the Board of Directors on recommendation
of the Executive Committee.
Base Salaries. Base salaries for Messrs. Francis, McLaughlin, Butcher,
Hageboeck, and Loeber were determined in accordance with the minimum salary
provisions of their respective employment agreements.
Annual Bonuses. Minimum annual bonuses for Messrs. Francis, Butcher,
Hageboeck, and Loeber were paid as required under their respective employment
agreements. In addition, the Compensation Committee approved the payment of an
additional incentive bonus to Mr. Francis for the achievements made in the
Company's performance since joining the Company early in the year. The
Compensation Committee also approved an additional incentive bonus to be paid to
Mr. Butcher based on his achievements in enhancing the Company's retail banking
revenues since joining the Company in April and an additional incentive bonus to
be paid to Mr. Loeber based upon the progress made in measuring and managing
credit risk within the bank's loan portfolio since he joined the Company in May.
In addition, Messrs. Butcher, Hageboeck, and Loeber each received a $30,000
bonus at the time that they were hired.
-12-
Stock Options. During 2001, Messrs. Francis, Butcher, Hageboeck, and Loeber
each were granted options at the date of hire.
Respectfully submitted,
Samuel L. Bowling, Chairman
Hugh R. Clonch
Robert E. Grist
C. Dallas Kayser
E. M. Payne III
Robert T. Rogers
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Samuel Bowling, the Chairman of the Compensation Committee, was, during the
fiscal year ended December 31, 2001, an employee of the Company. See
"Compensation of Directors" above under the section titled "Additional
Information Concerning the Board of Directors."
OTHER EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
Employment and Consulting Agreements
The Company entered into an employment agreement with Gerald R. Francis
on January 31, 2001. The agreement specifies terms of employment, including
compensation in the form of salary, a bonus formula, stock options granted at
the date of hire, and other benefits typical for executives with his experience
and responsibilities. The contract terminates on the day next preceding the
fifth anniversary of the date of the contract, except that on each monthly
anniversary date, the agreement automatically extends for an additional month.
The agreement provides that if Mr. Francis voluntarily terminates his
employment, he will be entitled to receive annually 60% of his Termination
Compensation during the applicable Severance Period, as these terms are defined,
or through the date on which he reaches age 65. If Mr. Francis voluntarily
terminates his employment after serving through the fourth anniversary of his
hire date, the applicable Severance Period would be five years. Termination
Compensation is generally defined as the highest annual compensation as reported
in the Summary Compensation Table for both Salary and Bonus. In the event Mr.
Francis' employment is terminated by the Company other than for "just cause",
Mr. Francis will receive 100% of his Termination Compensation for the applicable
Severance Period. In the event of a change of control of the Company, Mr.
Francis may voluntarily terminate employment with the Company up until
twenty-four months after the change of control and be entitled to receive in a
lump sum (i) any compensation due but not yet paid through the date of
termination and (ii) an amount equal to 100% of his Termination Compensation
multiplied by a factor of 2.99.
The Company entered into an employment agreement with Philip L.
McLaughlin on December 31, 1998. The agreement specifies terms of employment,
including compensation. The contract will terminate on July 1, 2005 following
Mr. McLaughlin's 65th birthday. The agreement provides that if Mr. McLaughlin
voluntarily terminates his employment he will be entitled to receive annually
60% of his Termination Compensation, as defined, until the earlier of (i) five
years from the date on which he voluntarily terminates employment or (ii) the
date on which he reaches age 65. In the event Mr. McLaughlin's employment is
terminated by the Company other than for "just cause", he will receive the
highest amount of annual cash compensation received during any of the preceding
five calendar years in each year until the end of the term of the agreement. In
the event of a change of control of the Company, Mr. McLaughlin may voluntarily
terminate employment with the Company up until twenty-four months after the
change of control and be entitled to receive in a lump sum (i) any compensation
due but not yet paid through the date of termination and (ii) an amount equal to
100% of his Termination Compensation multiplied by a factor of 2.99.
During 2001, the Company entered into employment contracts with William
L. Butcher, Charles R. Hageboeck, and John S. Loeber (individually, the "named
executive") on their dates of hire. The agreements specify terms of employment,
including compensation in the form of salary, a bonus formula, and stock options
granted at the date of hire. The contracts for the named executives terminate on
the day next preceding the fifth anniversary of the date of the contracts,
except that on each monthly anniversary date, the agreements are automatically
extended for an additional month. The agreements provide that if the named
executive voluntarily terminates his employment, he will be entitled to receive
annually 40% of his Termination Compensation during the applicable Severance
Period, as these terms are defined, or through the date on which he reaches age
65. If the named executive voluntarily terminates his employment after serving
through the fourth anniversary of his hire date, the Severance Period would be
five years. In the event the named executive's employment is terminated by the
Company other than for "just cause", the named executive will receive 100% of
the Termination Compensation for the applicable Severance Period. In the event
of a change of control of the Company, the named executive may voluntarily
terminate employment with the Company up until twenty-four months after the
change of control and be entitled to receive in a lump sum (i) any compensation
due but not yet paid through the date of termination and (ii) an amount equal to
100% of his Termination Compensation multiplied by a factor of 2.00.
Mr. Henson resigned as an executive officer of the Company effective
March 31, 2001. In accordance with Mr. Henson's employment contract, he will
receive approximately $135,000 annually for a period of five years from the date
of his resignation. Additionally, the Company will continue to provide health
-13-
insurance coverage for Mr. Henson and he retained ownership of certain Company
assets dedicated to his personal use.
The Company entered into an employment and consulting agreement with
Frank S. Harkins, Jr., a director. The agreement was entered into on December
31, 1998 and specified a term of employment until June 1, 1999, with a
consulting arrangement comprising business development and retention activities
commencing on that date and continuing for five years thereafter. The agreement
specifies the terms of the employment and consulting arrangement, including
annual compensation of $200,000. In 2001, the Company elected to terminate Mr.
Harkins' consulting arrangement. Under the terms of the agreement, Mr. Harkins'
will receive the annual cash compensation in each year until May 31, 2004.
STOCK PERFORMANCE
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to City Holding Company's shareholders
during the five-year period ended December 31, 2001, as well as an overall stock
market index (The Nasdaq Stock Market Index) and the Company's Peer Group. The
Peer Group consists of publicly-traded banking institutions over $1 billion but
less than $5 billion in assets headquartered in West Virginia, Ohio,
Pennsylvania, Virginia, Kentucky, and Maryland.
[GRAPH GOES HERE]
COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE
COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD MARKETS
------------------------FISCAL YEAR ENDING----------------------------
COMPANY/INDEX/MARKET 12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/29/2000 12/31/2001
City Holding Co 100.00 168.92 133.29 59.49 25.61 53.63
Peer Group 100.00 166.82 160.89 140.21 127.10 165.09
NASDAQ Market Index 100.00 122.32 172.52 304.29 191.25 152.46
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1-(800) 446-7922
FAX: 1-(804) 649-6826
CERTAIN TRANSACTIONS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS
During 2001, the Company and its subsidiaries had, and expect to have in
the future, banking transactions with officers and directors of the Company,
their immediate families and entities in which they are principal owners (more
than 10% interest). The transactions are in the ordinary course of business and
on substantially the same terms, including interest rates and security, as those
prevailing at the same time for comparable transactions with others and do not
involve more than the normal risk of collectibility or present other unfavorable
factors.
-14-
The Company has entered into employment agreements and an employment and
consulting agreement with certain of its named executive officers and directors
and provided other compensation to certain of its directors. See "Employment and
Consulting Agreements" above under the section titled "Other Executive
Compensation Plans and Arrangements" and "Compensation of Directors" above under
the section titled "Additional Information Concerning the Board of Directors."
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's executive officers and directors are required under the
Securities and Exchange Act of 1934 to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Copies of these reports
must also be furnished to City Holding. Based solely upon the review of copies
of such reports furnished to the Company through the date hereof, or written
representations that no reports were required, the Company believes that during
2001, all filing requirements applicable to its officers and directors were met
except that a) Mr. Grist failed to file a timely Form 3 when he became a
director of the Company and b) Mr. Hylton filed one late Form 4 to disclose a
purchase transaction.
APPOINTMENT OF INDEPENDENT AUDITORS (Proposal 2)
Subject to ratification by the Company's shareholders, the Company's Board
of Directors has appointed Ernst & Young LLP as independent auditors to audit
the consolidated financial statements of the Company for the year ending
December 31, 2002. The Company has also engaged Crowe Chizek LLP to provide
internal audit services during 2002.
Representatives of Ernst & Young are expected to be present at the Annual
Meeting and will have an opportunity to make a statement if they so desire and
will be available to respond to appropriate questions.
Audit Fees
The Audit Committee has reviewed and approved the following aggregate fees
billed to the Company during the fiscal year ended December 31, 2001 by the
Company's principal accounting firm, Ernst & Young, LLP:
Audit Fees............................................................... $345,000
Financial Information Systems Design and Implementation Fees............. none
All Other Fees (including fees for audit-related services of $398,500)... $591,000
Recommendation
The affirmative vote of a majority of the shares represented and entitled
to vote at the annual meeting is required to ratify the appointment of Ernst &
Young LLP. The Board of Directors unanimously recommends the shareholders vote
"FOR" such ratification.
OTHER MATTERS
As of the date of this proxy statement, the Board of Directors is not
informed of any matters, other than those stated above, that may be brought
before the meeting. However, if any other matters are brought before the
meeting, the persons named in the enclosed form of proxy or their substitutes
will vote with respect to such matters in accordance with their best judgment.
By Order of the Board of Directors,
/s/ Victoria A. Evans
----------------------
Victoria A. Evans
Secretary
March 22, 2002
-15-
==========================
CITY HOLDING COMPANY
c/o SunTrust Bank
Stock Transfer Department
P. O. Box 4625
Atlanta, GA 30302
==========================
Please fold and detach card at perforation before mailing.
- --------------------------------------------------------------------------------
CITY HOLDING COMPANY
Post Office Box 7520
Charleston, West Virginia 25356-0520
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 24, 2002
(THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CITY HOLDING COMPANY)
The undersigned shareholder of City Holding Company hereby appoints John W.
Alderman, III and Victoria A. Evans and each of them, with full power of
substitution, as Proxies and hereby authorizes them to represent and to vote, as
designated on the reverse side, all the shares of Common Stock of City Holding
Company held of record by the undersigned on March 8, 2002 at the 2002 Annual
Meeting of Shareholders to be held on April 24, 2002 or any adjournment or
adjournments thereof. The undersigned shareholder authorizes the Proxies to
cumulate their votes at their discretion.
Dated: , 2002
------------------------------------
------------------------------------------------
Signature
------------------------------------------------
Signature, if held jointly
Please date and sign exactly as name appears
hereon. If shares are held jointly, each
shareholder should sign. Agents, executors,
administrators, guardians, trustees, etc. should
use full title, and, if more than one, all
should sign. If the shareholder is a
corporation, please sign full corporate name
by the president or another authorized officer.
If a partnership, please sign in partnership
name by authorized person.
YOUR VOTE IS IMPORTANT!
Please sign and date this proxy card and return it promptly in the enclosed
postage-paid envelope so your shares may be represented at the Meeting.
Please fold and detach card at perforation before mailing.
- --------------------------------------------------------------------------------
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR Proposals 1 and 2. You may revoke this proxy at any time prior to
the time it is voted at the Annual Meeting.
Management and the Board of Directors recommend a vote FOR Proposals 1 and 2.
1. PROPOSAL TO ELECT SEVEN CLASS III DIRECTORS TO SERVE FOR A TERM OF THREE YEARS.
CLASS III NOMINEES:
Samuel M. Bowling Hugh R. Clonch Robert D. Fisher Jay C. Goldman
David E. Haden Philip L. McLaughlin Robert T. Rogers
[ ] FOR (except as marked to the contrary above) [ ] WITHHOLD AUTHORITY
To withhold authority to vote for any individual nominee, strike a line through the nominee's name above.
2. PROPOSAL TO RATIFY THE BOARD OF DIRECTORS' APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS FOR THE COMPANY FOR 2002
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting of Shareholders or
any adjournment or adjournments thereof.
Please mark, sign, date and return the proxy promptly using the enclosed envelope.