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): January 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 January 31, 2024, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing appointment of James M. Parsons to its Board of Directors (“Board”) effective January 31, 2024. Mr. Parsons was appointed to the Board as a Class III director and will stand for election at the Company’s 2024 Annual Meeting of Shareholders.

There is no arrangement or understanding with any person pursuant to which Mr. Parsons was appointed as a member of the Board. Compensatory arrangements for Mr. Parsons 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 2023 Annual Meeting of Shareholders filed with the Commission on March 27, 2023, which disclosure is incorporated herein by reference.

Concurrent with his appointment to the Board, Mr. Parsons was appointed to serve on the Audit Committee of the Company and was designated as an “audit committee financial expert” within the meaning of the rules promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002.

City National Bank of West Virginia, a Company affiliate, also elected Mr. Parsons to its Board of Directors effective January 31, 2024.

Section 8 – Other Events

Item 8.01    Other Events.

On January 31, 2024 the Board of Directors of City Holding Company (the “Company”) authorized the Company to buy back up to 1,000,000 of its common shares (the “Program”) in open market transactions, in block trades or otherwise at prices that are accretive to the earnings per share of continuing shareholders. The Program, which has no time limit on the duration, permits management to commence or suspend purchases at any time or from time-to-time based upon market and business conditions and without prior notice.

Furnished as Exhibit 99.2 and incorporated herein by reference is the news release issued by the Company announcing the approval of the stock repurchase program.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1	News Release issued January 31, 2024 – City Holding Company Elects James M. Parsons to Board of Directors
99.2	News Release issued January 31, 2024 – City Holding Company Announces Approval of Stock Repurchase Plan

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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: January 31, 2024	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

January 31, 2024

For Further Information Contact:

Charles R. Hageboeck, Chief Executive Officer and President

(304) 769-1102

City Holding Company Elects James M. Parsons to Board of Directors

Charleston, West Virginia – City Holding Company, the “Company” (NASDAQ: CHCO), has appointed James M. Parsons to its Board of Directors to fill a vacancy created by Thomas L. Burnette not standing for re-election at the Company’s 2023 Annual Meeting of Shareholders. Mr. Parsons’ appointment is effective immediately and he will stand for election by the shareholders at the next annual meeting scheduled for April 2024. This increases the number of directors of the Company from 12 to 13. The Board of Directors expects to recommend Mr. Parsons as a Class III director, whose terms shall expire at the annual meeting of shareholders in 2026.

Mr. Parsons is a native of Morgantown, West Virginia and currently resides in Lexington, Kentucky. He earned his bachelor’s degree in Business Administration and accounting from West Virginia University. He is a certified public accountant and is a former member of both the Kentucky and American Institutes of CPA’s.

Mr. Parsons currently serves as a co-trustee of the D. Ray Ball, Jr. Revocable Trust. From August 2005 to December 31, 2023, he was the Chief Financial Officer of Ball Homes, LLC, a residential development company, headquartered in Lexington, Kentucky with operations in Kentucky and Tennessee.

Mr. Parsons also served as a director, and the Audit Committee chair, of Limestone Bancorp (LMST) and Limestone Bank, Inc. from September 2015 to April 2023, when it was acquired by Peoples Bancorp (PEBO).

“We are thrilled to have Mr. Parsons join our Board of Directors,” said Charles Hageboeck, President and Chief Executive Officer of City Holding. “Mr. Parsons’ background in finance, real estate development and accounting will strengthen the Board’s depth of expertise in all three areas”

City Holding Company is a $6.2 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 98 branches across West Virginia, Kentucky, Virginia and Ohio.

EX-99.2

Exhibit 99.2

NEWS RELEASE

For Immediate Release

January 31, 2024

For Further Information Contact:

David L. Bumgarner, Executive Vice President & CFO

(304) 769-1169

City Holding Company Announces Approval of Stock Repurchase Plan

Charleston, West Virginia – City Holding Company, “the Company” (NASDAQ:CHCO), a $6.2 billion bank holding company headquartered in Charleston, today announced that the board authorized the Company to buy back up to 1,000,000 of its common shares (approximately 7% of outstanding shares) in open market transactions at prices that are accretive to the earnings per share of continuing shareholders. Management may commence or suspend purchases at any time or from time-to-time based on market and business conditions and without prior notice. No time limit has been placed on the duration of the share repurchase program. As part of its authorization, the Company rescinded the previous share repurchase plan approved May 25, 2022. Through January 31, 2024, the Company repurchased 849,681 shares under the May 2022 plan.

"As of January 31, 2024, the Company was very well capitalized and capital continues to grow due to our exceptional earnings. As a result, we view this repurchase plan as part of an ongoing strategy to build value for our stockholders while maintaining appropriate capital levels,” stated Charles R. Hageboeck, President & CEO. The Company currently has 14.8 million outstanding common shares. Repurchase of the Company's stock is subject to availability of the stock and may be discontinued at any time.

City Holding Company is the parent company of City National Bank of West Virginia. City National operates 98 branches across West Virginia, Kentucky, Virginia and Ohio.

Forward-Looking Information

This news release contains certain forward-looking statements that are included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements express only management’s beliefs regarding future results or events and are subject to inherent uncertainty, risks, and changes in circumstances, many of which are outside of management’s control. Uncertainty, risks, changes in circumstances and other factors could cause the Company’s actual results to differ materially from those projected in the forward-looking statements. Factors that could cause actual results to differ from those discussed in such forward-looking statements include, but are not limited to those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under “ITEM 1A Risk Factors” and the following: (1) general economic conditions, especially in the communities and markets in which we conduct our business; (2) credit risk, including

risk that negative credit quality trends may lead to a deterioration of asset quality, risk that our allowance for credit losses may not be sufficient to absorb actual losses in our loan portfolio, and risk from concentrations in our loan portfolio; (3) changes in the real estate market, including the value of collateral securing portions of our loan portfolio; (4) changes in the interest rate environment; (5) operational risk, including cybersecurity risk and risk of fraud, data processing system failures, and network breaches; (6) changes in technology and increased competition, including competition from non-bank financial institutions; (7) changes in consumer preferences, spending and borrowing habits, demand for our products and services, and customers’ performance and creditworthiness; (8) difficulty growing loan and deposit balances; (9) our ability to effectively execute our business plan, including with respect to future acquisitions; (10) changes in regulations, laws, taxes, government policies, monetary policies and accounting policies affecting bank holding companies and their subsidiaries, including changes in deposit insurance premiums; (11) deterioration in the financial condition of the U.S. banking system may impact the valuations of investments the Company has made in the securities of other financial institutions; (12) regulatory enforcement actions and adverse legal actions; (13) difficulty attracting and retaining key employees; and (14) other economic, competitive, technological, operational, governmental, regulatory, and market factors affecting our operations.  Forward-looking statements made herein reflect management's expectations as of the date such statements are made. Such information is provided to assist stockholders and potential investors in understanding current and anticipated financial operations of the Company and is included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made. Further, the Company is required to evaluate subsequent events through the filing of its December 31, 2023 Form 10-K. The Company will continue to evaluate the impact of any subsequent events on the preliminary December 31, 2023 results and will adjust the amounts if necessary.

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XML

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