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, 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 5.07 Submission of Matters to a Vote of Security Holders

On April 24, 2024, City Holding Company (the “Company”) held its 2024 Annual Meeting of Shareholders (“2024 Annual Meeting”) in Charleston, WV. The Company’s Board of Directors fixed the close of business on March 12, 2024, as the record date for the determination of shareholders entitled to notice and vote at the 2024 Annual Meeting. As of March 12, 2024, there were 14,861,214 issued and outstanding shares of Common Stock (exclusive of 4,200,334 shares held as treasury stock which were not voted). A total of 12,358,079 shares of common stock were voted in person or by proxy, representing 83.16% percent of the shares entitled to be voted. Following are the final voting results on the matters considered and voted upon at the 2024 Annual Meeting, all of which are described in the Proxy Statement for the 2024 Annual Meeting.

Proposal 1—Election of Directors.

The Company’s shareholders elected four nominees to serve as Class I Directors each for a three-year term expiring at the 2027 Annual Meeting of Shareholders and one nominee to serve as a Class III Director for a two-year term expiring at the 2026 Annual Meeting.

	Class	For	Against	Abstain	Broker Non-Vote
Gregory A. Burton	I	10,310,065	69,208	44,965	1,933,841
J. Thomas Jones	I	8,239,296	2,128,786	56,155	1,933,842
James L. Rossi	I	10,105,966	270,493	47,779	1,933,841
Diane W. Strong-Treister	I	9,412,346	954,512	57,381	1,933,840
James M. Parsons	III	10,318,526	61,610	44,103	1,933,840

Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm.

The Company’s shareholders ratified, on an advisory basis, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2024.

For	Against	Abstain	Broker Non-Vote
12,294,573	12,561	50,945	0

Proposal 3—Non-Binding Advisory Vote to Approve Executive Compensation.

The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers disclosed in the Proxy Statement for the 2024 Annual Meeting.

For	Against	Abstain	Broker Non-Vote
9,877,838	443,188	103,209	1,933,844

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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 24, 2024	City Holding Company
By:	/s/ David L. Bumgarner
	David L. Bumgarner
	Executive Vice President & Chief Financial Officer

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