chco-20240131


West Virginia			55-0619957
(State or Other Jurisdiction of			(I.R.S. Employer
Incorporation or Organization)			Identification No.)

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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. ☐

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.

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.

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


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