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): August 25, 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 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 August 25, 2021, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing appointment of Javier A. Reyes, Ph.D. to its Board of Directors (“Board”) effective August 25, 2021. Dr. Reyes was appointed to the Board as a Class III director and will stand for election at the Company’s 2022 Annual Meeting of Shareholders.

There is no arrangement or understanding with any person pursuant to which Dr. Reyes was appointed as a member of the Board. Compensatory arrangements for Dr. Reyes will be consistent with the previously disclosed standard arrangements for non-employee directors of the Company, as described on page 13 of the Company’s proxy statement for its 2021 Annual Meeting of Shareholders filed with the Commission on March 29, 2021, which disclosure is incorporated herein by reference.

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

City National Bank of West Virginia, a Company affiliate, also elected Dr. Reyes to its Board of Directors effective August 25, 2021.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 News Release issued August 25, 2021

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: August 26, 2021	City Holding Company
By:	/s/ David L. Bumgarner
	David L. Bumgarner
	Executive Vice President & Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release

            August 25, 2021

For Further Information Contact:

Charles R. Hageboeck, Chief Executive Officer and President

(304) 769-1102

City Holding Company Elects Javier A. Reyes to Board of Directors

Charleston, West Virginia – City Holding Company, the “Company” (NASDAQ: CHCO), has appointed Javier A. Reyes, Ph.D. to its Board of Directors to fill a vacancy created by the retirement of Jay C. Goldman. Dr. Reyes’ appointment is effective immediately and he will stand for election by the shareholders at the next annual meeting scheduled for April 2022. This increases the number of directors of the Company from 12 to 13. The Board of Directors expects to recommend Dr. Reyes as a Class III director, whose terms shall expire at the annual meeting of shareholders in 2023.

Dr. Reyes grew up in Mexico City, Mexico, where earned his bachelor’s degree in Economics at ITESM CEM (Monterrey TEC, campus Estado the Mexico) and moved to the US in 1998 to pursue his Ph.D. in economics at Texas A&M University. Earlier this summer, Dr. Reyes was named Provost and Vice Chancellor for Academic Affairs for the University of Illinois Chicago.

Prior to this new role, Dr. Reyes served as the Milan Puskar Dean of the John Chambers College of Business and Economics at West Virginia University. In addition to overseeing the state’s flagship business college, he worked with WVU and state government agencies to diversify and grow West Virginia’s economy as Vice President for Startup West Virginia.

Dr. Reyes has experience in investment banking and has been a visiting scholar at several international institutions. He has served as grant reviewer for the National Science Foundation and as an invited academic scholar for the International Monetary Fund and the European Bank for Reconstruction and Development. He was a founding member of the inaugural TIAA National Hispanic Advisory Council and continues to serve in its newer form, the TIAA Diversity Advisory Council. He has also served on the national board of directors for the Association for Latino Professionals for America (ALPFA) and the national board of directors for the University Professional and Continuing Education Association.

“We are thrilled to have Dr. Reyes join our Board of Directors,” said Charles Hageboeck, President and Chief Executive Officer of City Holding. “With his skills and experience in global economic matters and his accomplishments as an award-winning educator, innovative leader in learning technologies and champion for diversity and inclusion, he

brings a wealth of knowledge, ideas and proven strategies that will help City meet today’s strategic goals and plan for the future.”

City Holding Company is a $5.9 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 94 branches across West Virginia, Kentucky, Virginia and Ohio.

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XML

Document and Entity Information Document	Aug. 25, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 25, 2021
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