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)
July
15, 2009
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))
|
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 Board of Directors of City Holding
Company (the “Company”) approved, on April 29, 2009, grants of restricted stock
pursuant to the City Holding Company 2003 Incentive Plan to certain of the
Company’s executive officers, including the Company’s principal financial
officer. The Company entered into the Restricted Stock Agreement with
Mr. Bumgarner on July 15, 2009. The schedule below indicates the
number of restricted shares granted for the affected executive
officer:
|
Name
|
Title
|
Shares Granted
|
|
David
L. Bumgarner
|
Senior
Vice President & CFO
|
5,875
|
A copy of the form of Restricted Stock
Award Agreement for the July 15, 2009 award is attached to this report on Form
8-K as Exhibit 10(p) and is incorporated herein by reference.
Regular
vesting of shares under the Restricted Stock Award Agreements will occur as
follows:
|
July
15,
2016
|
July
15,
2017
|
July
15,
2018
|
July
15,
2019
|
July
15,
2020
|
|
|
David
L. Bumgarner
|
500
|
500
|
1,000
|
1,000
|
2,875
|
The Restricted Stock Award Agreement
also provides for cumulative vesting, in the event of an involuntary termination
of employment following a change of control, according to the following
schedule:
Cumulative
Vesting
|
On
or Before
July
14, 2010
|
July
15, 2010 to
July
14, 2011
|
July
15, 2011 to
July
14, 2012
|
July
15, 2012 to
July
14, 2013
|
After
July
15, 2013
|
|
|
David
L. Bumgarner
|
1,175
|
2,350
|
3,525
|
4,700
|
5,875
|
-2-
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
|
Exhibit
10(p)
|
Form
of Restricted Stock Award Agreement
|
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:
July 16,
2009
|
City
Holding Company
|
|
By:
|
/s/
David L. Bumgarner
|
|
David
L. Bumgarner
|
|
|
Chief
Financial Officer
|
-3-