form8-k.htm


 
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)
February 26, 2014

CHCO logo
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, WV 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))

 
 
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Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation Committee recommended, and the independent directors of the Board of Directors of City Holding Company (the “Company”) approved, on February 26, 2014, base salary levels and 2013 incentive compensation for certain of the Company’s named executive officers, including the Company’s principal executive officer and the Company’s principal financial officer as set forth below:
 
Name
Title
 
2014
Base
Salary
 
Charles R. Hageboeck
President & CEO
(Principal Executive Officer)
  $ 500,000  
David L. Bumgarner
Chief Financial Officer and Principal Accounting Officer
(Principal Financial Officer)
  $ 207,000  
Craig G. Stilwell
 
Executive Vice President, Retail Banking
  $ 330,000  
John A. DeRito
 
Executive Vice President, Commercial Banking
  $ 250,000  
Jeffrey D. Legge
Senior Vice President, Chief Administrative Officer and
Chief Information Officer
  $ 175,000  

The schedule set forth below indicates the 2013 incentive compensation for each of the Company’s named executive officers.

Name
Title
 
2013
Incentive
Compensation
 
Charles R. Hageboeck
President & CEO
(Principal Executive Officer)
  $ 325,191  
David L. Bumgarner
Chief Financial Officer and Principal Accounting Officer
(Principal Financial Officer)
  $ 78,500  
Craig G. Stilwell
 
Executive Vice President, Retail Banking
  $ 156,608  
John A. DeRito
 
Executive Vice President, Commercial Banking
  $ 130,627  
Jeffrey D. Legge
Senior Vice President, Chief Administrative Officer and
Chief Information Officer
  $ 62,015  
 
Item 8.01 Other Events.

On February 26, 2014, the Company’s Board of Directors, based upon the recommendation of its Compensation Committee, approved an award of the equivalent of $25,000 of Company Common Stock, par value $2.50, to each non-employee director of the Company on December 31, 2013 and pro-rated based upon the number of months of service during the year.  The market price on the date of grant, February 26, 2014, was $44.14 per share.



 
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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: February 26, 2014
City Holding Company
   
   
By: 
/s/ David L. Bumgarner
 
David L. Bumgarner
 
Chief Financial Officer



 


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