Form 8-K - Current report

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): July 31, 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. ☐

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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 July 31, 2024, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing appointment of Major General (retired) James A. Hoyer to its Board of Directors (“Board”) effective July 31, 2024. Hoyer was appointed to the Board as a Class II director and will stand for election at the Company’s 2025 Annual Meeting of Shareholders.

There is no arrangement or understanding with any person pursuant to which Hoyer was appointed as a member of the Board. Compensatory arrangements for Hoyer will be consistent with the previously disclosed standard arrangements for non-employee directors of the Company, as described on page 14 of the Company’s proxy statement for its 2024 Annual Meeting of Shareholders filed with the Commission on March 25, 2024, which disclosure is incorporated herein by reference.

As of the date of this filing, Hoyer has not been appointed to any committees of the Company.

City National Bank of West Virginia, a Company affiliate, also appointed Hoyer to its Board of Directors effective July 31, 2024.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.


99.1			News Release issued July 31, 2024 – City Holding Company Appoints James A. Hoyer to Board of Directors

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: July 31, 2024			City Holding Company


By:			/s/ David L. Bumgarner
			David L. Bumgarner
			Executive Vice President & Chief Financial Officer

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Exhibit 99.1


NEWS RELEASE

For Immediate Release

July 31, 2024

For Further Information Contact:

Charles R. Hageboeck, Chief Executive Officer and President

(304) 769-1102

City Holding Company Appoints James A. Hoyer to Board of Directors

Charleston, West Virginia – City Holding Company, the “Company” (NASDAQ: CHCO), has appointed Major General (retired) James A. Hoyer to its Board of Directors. Hoyer’s appointment is effective immediately and he will stand for election by the shareholders at the next annual meeting scheduled for April 2025. This increases the number of directors of the Company from 13 to 14. The Board of Directors expects to recommend Hoyer as a Class II director, whose terms shall expire at the annual meeting of shareholders in 2028.

Hoyer received his undergraduate degree from the University of Charleston. He has a master’s degree in Management and Public Administration from the West Virginia Graduate College, a master’s in Strategic Studies from the US Army War College and a Certificate in Identity Management from the Naval Post Graduate School.

Hoyer served as The Adjutant General for the State of West Virginia from 2011 until 2021, providing command guidance to the West Virginia Army and Air National Guard of more than 6,500 citizen soldiers and airmen. He also led the state’s Joint Interagency Task Force and response to multiple emergencies and major security events, including the 2016 thousand-year flood and the COVID pandemic.

Hoyer currently serves as Vice President for Economic Innovation for West Virginia University. He also serves as a Senior Advisor for the Civil Military Innovation Institute and is a member of the Board of Advisors for Fidelis New Energy LLC.

“We are thrilled to have General Hoyer join our Board of Directors,” said Dallas Kayser, Chairman of the Board of City Holding Company. “His extensive leadership experience as well as his risk management experience will complement the expertise of City’s current Board.”

City Holding Company is a $6.3 billion bank holding Company headquartered in Charleston, WV. City Holding Company is the parent company of City National Bank of West Virginia. City National operates 97 branches across West Virginia, Kentucky, Virginia and Ohio.

Document and Entity Information Document	Jul. 31, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 31, 2024
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