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, 2013

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, WV 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))

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Section 5 – Corporate Governance and Management

Item 5.07                      Submission of Matters to a Vote of Security Holders

At the City Holding Company (the Corporation) Annual Meeting of Shareholders held on April 24, 2013 in Staunton, VA, the shareholders approved the matters described in the Corporation’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2013.  The Corporation’s Board of Directors fixed the close of business on March 15, 2013, as the record date for the determination of shareholders entitled to notice and vote at the Annual Meeting.  As of March 15, 2013, there were 15,659,263issued and outstanding shares of Common Stock (exclusive of 2,854,019shares held as treasury stock which were not voted).  A total of 12,709,717 shares of common stock were voted at the annual meeting, either in person or by proxy.  There were a total of 1,802,950 broker non-votes.

Following below is a summary of the voting results for each matter presented to the shareholders:

1.           The election of five Class II Directors each for a three-year term expiring in 2016:

	For	Withheld	Broker Non-Vote
Charles W. Fairchilds	10,810,214	96,553	1,802,950
William H. File III	10,696,863	209,904	1,802,950
Tracy W. Hylton II	10,794,568	112,199	1,802,950
C. Dallas Kayser	10,696,670	210,097	1,802,950
Sharon H. Rowe	10,796,544	110,223	1,802,950

2. The ratification of Ernst & Young, LLP as the Corporation’s independent registered public accounting firm for 2013:

For	Against	Abstain	Broker Non-Vote
12,600,120	48,789	60,808	0

3. The approval of a non-binding advisory proposal on the compensation of the Named Executive Officers:

For	Against	Abstain	Broker Non-Vote
10,365,897	395,371	145,499	1,802,950

4. The approval of City Holding Company’s 2013 Incentive Plan:

For	Against	Abstain	Broker Non-Vote
10,374,200	418,114	114,453	1,802,950

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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 26, 2013	City Holding Company
By:	/s/ David L. Bumgarner
	David L. Bumgarner
	Chief Financial Officer

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