8-K

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 23, 2014

City National Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-10521	95-2568550
(Commission File Number)	(IRS Employer Identification No.)

City National Plaza
555 S. Flower Street, Los Angeles, California	90071
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (213) 673-7700

Not Applicable

 (Former Name or Former Address, if Changed Since Last Report)

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2014, Mr. Clifford Gilbert-Lurie was elected to the Board of Directors (the “Board”) of City National Corporation (the “Corporation”) and to the board of directors of its subsidiary, City National Bank, effective June 18, 2014.  A copy of the press release announcing Mr. Gilbert-Lurie’s election is attached hereto as Exhibit 99.1 and incorporated herein by reference.  Mr. Gilbert-Lurie has been appointed to serve as a member of the Wealth Management & Fiduciary Committee of the Board, effective June 18, 2014.

Mr. Gilbert-Lurie will be eligible to participate in the non-employee director compensation arrangements generally available to all non-employee members of the Board.  The annual compensation for non-employee directors, as currently in effect, includes the following:  (i) an annual cash retainer of $25,000 paid on the date of the annual stockholders meeting, which may be deferred in whole or in part to one or more investment options, including the City National Corporation stock fund (“CNC Stock Fund”); (ii) an annual cash award of $35,000 paid on the date of the annual stockholders meeting and automatically deferred into the CNC Stock Fund; (iii) a cash payment of $2,500 for attendance at each meeting of the Board; and (iv) a cash payment of $2,000 for attendance at each meeting of any committee of the Board to which he is appointed.

On April 23, 2014, the Board appointed Peter Thomas as Lead Independent Director of the Board.

Item 5.07Submission of Matters to a Vote of Security Holders.

On April 23, 2014, the Corporation held its annual meeting of stockholders.  The Corporation’s stockholders approved each of the three proposals detailed in the Corporation’s 2014 Proxy Statement.

Proposal 1

Ten nominees to the Board were elected by a majority of votes cast for a term of one year or until their successors are duly elected and qualified.  The voting results are as follows:

Name	For	Against	Abstain	Broker Non-Vote
Russell Goldsmith	47,889,355	754,626	19,925	3,320,319
Bram Goldsmith	46,381,898	2,256,164	25,844	3,320,319
Mohamad Ali	48,517,595	98,777	47,534	3,320,319
Richard L. Bloch	45,639,212	3,004,878	19,816	3,320,319
Kenneth L. Coleman	47,542,439	1,098,914	22,553	3,320,319
Ashok Israni	48,527,948	93,508	42,450	3,320,319
Bruce Rosenblum	47,616,695	1,025,510	21,701	3,320,319
Peter M. Thomas	48,352,877	289,440	21,589	3,320,319
Robert H. Tuttle	28,104,579	20,510,810	48,517	3,320,319
Christopher Warmuth	46,393,640	2,251,859	18,407	3,320,319

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Proposal 2

The stockholders ratified the selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2014.  The voting results are as follows:

For	Against	Abstain	Broker Non-Vote
51,659,700	280,597	43,910	—

Proposal 3

The advisory vote on executive compensation received the vote of the majority of shares represented and entitled to vote at the meeting.  The voting results are as follows:

For	Against	Abstain	Broker Non-Vote
42,351,027	6,234,041	78,838	3,320,319

Items 9.01Exhibits.

(d)Exhibits.

Exhibt 99.1  Press release dated April 29, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CITY NATIONAL CORPORATION
April 29, 2014	/s/ Michael B. Cahill
	Michael B. Cahill
	Executive Vice President, General Counsel
	and Corporate Secretary

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

April 29, 2014

Contacts:

Financial/Investors:

Christopher J. Carey, 310.888.6777

Chris.Carey@cnb.com

Media:

Cary Walker, 213.673.7615

Cary.Walker@cnb.com

Linda Mueller, 213.673.7619

Linda.Mueller@cnb.com

City National Names Attorney Cliff Gilbert-Lurie

To Its Board of Directors

LOS ANGELES — City National Corporation (NYSE: CYN) today announced that Cliff Gilbert-Lurie, a senior partner at entertainment law firm Ziffren Brittenham LLP, has been elected to the boards of directors of the corporation and its subsidiary, City National Bank.  His appointment will become effective on June 18, 2014.

“Cliff is an outstanding attorney and a well-respected leader in the community.  We’re very pleased to welcome him to our boards,” said City National’s Chairman and Chief Executive Officer Russell Goldsmith.  “As a senior partner at one of Los Angeles’ most important law firms, in particular Cliff will bring to City National his broad strategic expertise and understanding of the entertainment and media industries.  We look forward to his advice and counsel.”

Gilbert-Lurie’s practice represents a very broad array of clients in the entertainment and media business.  His clients include Academy and Emmy award-winning actors and actresses, creators of some of the most successful and long-running television series, reality and unscripted television stars, as well as media and software businesses and related investment funds.  In each of the past five years, he has been named as one of the Top 100 Power Lawyers by The Hollywood Reporter and has received comparable recognition from Variety.

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Gilbert-Lurie received his bachelor’s degree from the University of California, Los Angeles, where he graduated Phi Beta Kappa and summa cum laude.  He earned his law degree from the University of California, Berkeley, where he was associate editor of the California Law Review and elected to Order of the Coif.

He is the Chairman of the Board of the Alliance for Children’s Rights and Chairman of the Foreign Policy Roundtable Advisory Council.  Previously, he served on the boards of the Los Angeles Philharmonic Association, the Elizabeth Glaser Pediatric AIDS Foundation, and the Los Angeles County High School for the Arts.  He is married, with three children.

About City National

City National Bank is the wholly owned subsidiary of City National Corporation, which has $29.7 billion in total assets.  The bank provides banking, investment, and trust services through 77 offices, including 16 full-service regional centers, in Southern California, the San Francisco Bay Area, Nevada, New York City, Nashville, and Atlanta.  City National and its investment affiliates manage or administer $66.4 billion in client investment assets, including $46.4 billion under direct management.

For more information about City National, visit the company’s Website at cnb.com.

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