S-8

As filed with the Securities and Exchange Commission on May 12, 2023 Registration No. 333-________

______________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________________________________________________________________

City Holding Company

(Exact name of Registrant as specified in its charter)

West Virginia	55-0619957
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

25 Gatewater Road

Cross Lanes, West Virginia 25313

(304) 769-1100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

City Holding Company 2023 Incentive Plan

(Full title of the plan)

______________________________________________________________________________

City Holding Company

25 Gatewater Road

Cross Lanes, West Virginia 25313

(304) 769-1100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________________________________________________________________

Copies to:

Michael G. Dailey, Esq.

Christian Gonzalez, Esq.

Dinsmore & Shohl LLP

255 East Fifth Street, Suite 1900

Cincinnati, Ohio 45202

Phone: (513) 977-8644

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

______________________________________________________________________________

EXPLANATORY NOTE

The City Holding Company 2023 Incentive Plan (the “Incentive Plan”) was adopted by the Board of Directors of City Holding Company (the “Company”) on February 22, 2023 and approved by stockholders of the Company on April 26, 2023 (the “Effective Date”).This Incentive Plan shall replace the Company’s 2013 Stock Incentive Plan, which expired on February 26, 2023.This Registration Statement on Form S-8 is being filed for the purpose of registering 600,000 shares of common stock, $2.50 par value (“Common Stock”) which may be issued pursuant to the Incentive Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I, “Item 1.Plan Information” and “Item 2.Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the City Holding Company 2023 Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”).Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”) as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.These documents and the documents incorporated herein by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents filed by the Company with the SEC are incorporated by reference into this Registration Statement:

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 22, 2023.
(b)	The Company’s Current Reports on Form 8-K filed with the SEC on January 24 2023, March 13, 2023, March 29, 2023, and March 31, 2023.
(c)	The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the SEC on May 5, 2023.
(d)	The Company’s Proxy Statement on Schedule 14A filed with the SEC on March 27, 2023; and
(e)	The description of the Common Stock contained in Exhibit 4(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 20, 2020, including any subsequent amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the date of the filing of such documents.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

Item 4.Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers.

(a) Statutes

Section 31D-8-851 of the West Virginia Business Corporation Act provides in part that each West Virginia corporation has the power to indemnify any director against liability incurred in a proceeding against him by reason of being or having been such director (other than in an action by or in the right of the corporation) if he acted in good faith and in a manner he reasonably believed to be or not opposed to the best interests of the corporation, or, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.With respect to an action by or in the right of the corporation, except for reasonable expenses incurred in the proceeding as to which he meets the foregoing standard of conduct, a director may not be indemnified.A director also may not be indemnified unless ordered by a court if he is adjudged liable on the basis that he received a financial benefit to which he was not entitled.A West Virginia corporation may make any other or further indemnity to any such persons that may be authorized by the corporation’s articles of incorporation.

Section 31D-8-852 of the West Virginia Business Corporation Act provides that a corporation must indemnify a director who was wholly successful on the merits or otherwise in any proceeding against reasonable expenses of the proceeding.A corporation may advance expenses incurred by a director in such a proceeding if he affirms he has met the standard of conduct and agrees to return the advanced expenses if it is determined he has not met this standard.

(b) Articles of Incorporation

The Company’s Articles of Incorporation contain the following provisions with respect to the indemnification of directors and officers:

“Each director and officer of this corporation, or former director of officer of this corporation, or any person who may have served at its request as a director or officer of another corporation, his heirs and personal representatives, shall be indemnified by this corporation against costs and expenses at any time reasonably incurred by him arising out of or in connection with any claim, action, suit or proceeding, civil or criminal, against him or to which he may be made a party by reason of his being or having been such director or officer except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of a duty to the corporation. If in the judgement of the board of directors of this corporation a settlement of any claim, action, suit or proceeding so arising be deemed in the best interests of the corporation, and such director or officer shall be reimbursed for any amounts paid by him in entering such settlement and reasonable expenses incurred in connection therewith. The foregoing right of indemnification shall be in addition to any and all other rights to which any director or other officer may be entitled as a matter of law.”

(c) Insurance

The Company maintains insurance policies under which directors and officers of the Company are insured, within the limits and subject to the limitations of such policies, against expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that may be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors or officers of the Company.

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.

The following exhibits are filed herewith or incorporated by reference as a part of the Registration Statement:

Exhibit No.	Description
5.1*	Opinion of Dinsmore & Shohl LLP.
10.1	City Holding Company 2023 Incentive Plan, incorporated herein by reference to Exhibit A of the Company’s definitive Proxy Statement on Schedule 14A filed March 27, 2023 (File No. 000-11733).
23.1*	Consent of Crowe LLP.
23.2*	Consent of Dinsmore & Shohl LLP (contained in Exhibit 5.1).
24.1*	Power of attorney, included on the signature page hereto.
107.1*	Filing Fee Table.

*furnished herewith

Item 9.Understandings.

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filling on Form S-8 and has duly caused the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charleston, State of West Virginia, on May 12, 2023.

CITY HOLDING COMPANY
By:	/s/ Charles R. Hageboeck, Ph.D.
	Charles R. Hageboeck, Ph.D.
	President and Chief Executive Officer (Principal Executive Officer)
By:	/s/ David L. Bumgarner
	David L. Bumgarner
	Executive Vice President, Chief Financial Officer and Principal Accounting Officer (Principal Financial Officer)

POWER OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this report has been signed on May 12, 2023 by the following persons on behalf of the Company in the capacities indicated. Each of the directors and/or officers of the Company whose signature appears below hereby appoints C. Dallas Kayser, and/or Charles R. Hageboeck Ph.D., as his attorney-in-fact to sign in his name and behalf, in any and all capacities, to execute and sign for him and in him name in the capacities indicated below to any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ C. Dallas Kayser	/s/ Tracy W. Hylton, II
C. Dallas Kayser	Tracy W. Hylton, II
Chairman	Director
/s/ Gregory A. Burton	/s/ J. Thomas Jones
Gregory A. Burton	J. Thomas Jones
Director	Director
/s/ Charles W. Fairchilds	/s/ Javier A. Reyes, Ph.D.
Charles W. Fairchilds	Javier A. Reyes
Director	Director
/s/ William H. File, III	/s/ James L. Rossi
William H. File, III	James L. Rossi
Director	Director

/s/ Robert D. Fisher	/s/ Sharon H. Rowe
Robert D. Fisher	Sharon H. Rowe
Director	Director
/s/ Charles R. Hageboeck, Ph.D.	/s/ Diane Strong-Treister
Charles R. Hageboeck, Ph.D.	Diane Strong-Treister
Director, President, and Chief Executive Officer	Director

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Table

Form S-8

(Form Type)

City Holding Company

(Exact Name of Registrant as Specified in is Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered1	Proposed Maximum Offering Price Per Unit2,3	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $2.50 per share, reserved for issuance under the City Holding Company 2023 Incentive Plan	Rules 457(c) and 457(h)	600,000	$85.02	$51,012,000	$110.20 per $1,000,000	$5621.52
Total Offering Amounts					$51,012,000		$5621.52
Total Fee Offsets					–		–
Net Fee Due							$5621.52

1 City Holding Company, a West Virginia corporation (the “Registrant”), is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register the issuance of (i) an aggregate of 600,000 shares of common stock, par value $2.50 per share (the “Shares”), of the Registrant, which are issuable pursuant to the City Holding Company 2023 Incentive Plan (the “Plan”), and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common Stock that may become issuable under the Plan by reason of any stock dividend, stock split or other similar transaction.

2 Rounded up to the nearest cent.

3Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, based upon the average of the high ($86.965) and low ($83.08) sales prices for the shares of Common Stock as quoted on Nasdaq Global Select Market on May 11, 2023.

EX-5.1

Exhibit 5.1

	Legal Counsel.
	DINSMORE & SHOHL LLP 255 East Fifth Street, Suite 1900 Cincinnati, Ohio 45202

May 12, 2023

City Holding Company

25 Gatewater Road

Cross Lanes, West Virginia 25313

        Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

    We have acted as counsel to City Holding Company, a West Virginia corporation (the “Company”), in connection with certain matters of West Virginia law arising out of the registration by the Company of approximately 600,000 common shares (the “Shares”), each with $2.50 par value, of the Company (the “Common Shares”) which may be issued by the Company pursuant to the City Holding Company 2023 Incentive Plan (the “Plan”). The Shares are covered by the above referenced Registration Statement on Form S-8, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined, to the extent deemed necessary, originals or copies, the authenticity of which has been established to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”): (i) the Registration Statement, in the form in which it was transmitted to the Commission under the 1933 Act; (ii) the Plan; (iii) the Amended Articles of Incorporation of the Company, as currently in effect (the “Articles”); (iv) the Amended Bylaws of the Company, as currently in effect (the “Bylaws”); and (v) the resolutions adopted by the Board of Directors of the Company approving the Plan and reserving the Shares for issuance in connection therewith. In addition, we have examined such authorities of law and other documents and matters as we have deemed necessary or appropriate for purposes of this opinion. We have also relied upon such oral or written statements and representations of officers and other representatives of the Company and examined such certificates of public officials and authorities of law as we have deemed relevant as a basis for this opinion.

In our examinations of the aforesaid documents and in rendering the opinion set forth below, we have assumed, without independent investigation or examination, (a) the genuineness of all signatures, the legal capacity of all individuals who have executed and delivered any of the aforesaid documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents; (b) that the final, executed copy of each document submitted to us in draft form will not differ in any material respect from the draft form of such document submitted to us; (c) the Plan has been duly approved by all necessary corporate action on the part of the stockholders of the Company (the “Stockholder Approval”); and (d) upon the issuance of any of the Common Shares, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Articles.

    We have relied solely upon the examinations and inquiries recited herein, and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn.

As used herein, the phrase “validly issued” means that the particular action has been authorized by all necessary corporate action of the Company and that the Company has the corporate authority to take such action under Chapter 31 of the West Virginia Code and the Company’s Articles and Bylaws.

Based upon and subject to the foregoing and the further qualifications and limitations set forth below, as of the date hereof, we are of the opinion that the Shares have been duly authorized by the Company and, when the Registration Statement has become effective under the 1933 Act and the Shares proposed to be issued pursuant to

City Holding Company

May 12, 2023

the Registration Statement have been issued and delivered as contemplated under the terms of such effective Registration Statement and in accordance with the terms and conditions of the Plan, such Shares will be validly issued, fully paid and non-assessable.

This opinion is based upon the laws and legal interpretations in effect, and the facts and circumstances existing, on the date hereof, and we assume no obligation to revise or supplement this opinion should any such law or legal interpretation be changed by legislative action, judicial interpretation or otherwise or should there be any change in such facts or circumstances.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Registration Statement as having passed on the validity of the Shares of the Company proposed to be issued and delivered as contemplated by the terms of the Plan. By giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission promulgated thereunder.

                    Very truly yours,

                    DINSMORE & SHOHL LLP

                        /s/ Dinsmore & Shohl LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of City Holding Company of our report dated February 22, 2023 relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of City Holding Company for the year ended December 31, 2022.

    /s/ Crowe

Crowe LLP

Washington, D.C. May 12, 2023