Date of Report (Date of Earliest Event Reported):April 29, 2021
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 Virginia25313
(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)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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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 28, 2021, City Holding Company (the “Company”) held its 2021 Annual Meeting of Shareholders (“2021 Annual Meeting”) in Charleston, WV. The Company’s Board of Directors fixed the close of business on March 16, 2021, as the record date for the determination of shareholders entitled to notice and vote at the 2021 Annual Meeting. As of March 16, 2021, there were 15,795,886 issued and outstanding shares of Common Stock (exclusive of 3,265,662 shares held as treasury stock which were not voted). A total of 13,199,595 shares of common stock were voted in person or by proxy, representing 83.56 percent of the shares entitled to be voted. Following are the final voting results on the matters considered and voted upon at the 2021 Annual Meeting, all of which are described in the Proxy Statement for the 2021 Annual Meeting.
Proposal 1—Election of Directors.
The Company’s shareholders elected the following three nominees to serve as Class I Directors on the Board of Directors of the Company until the 2024 Annual Meeting of Shareholders or until a successor is duly elected and qualified.
Class
For
Against
Abstain
Broker
Non-Votes
J. Thomas Jones
I
11,211,780
139,646
18,683
1,829,486
James L. Rossi
I
9,761,265
1,589,653
19,191
1,829,486
Diane W. Strong-Treister
I
11,180,032
159,578
30,500
1,829,486
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 2021.
For
Against
Abstain
Broker
Non-Votes
13,157,602
17,785
24,208
0
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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 2021 Annual Meeting.
For
Against
Abstain
Broker
Non-Votes
10,967,180
321,517
81,412
1,829,486
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 29, 2021
City Holding Company
By:
/s/ David L. Bumgarner
David L. Bumgarner
Executive Vice President & Chief Financial Officer
