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 26, 2013
CITY HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 0-11733
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West Virginia
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55-0619957
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On July 26, 2013, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing election of J. Thomas Jones to its Board of Directors. Mr. Jones is President and Chief Executive Officer of West Virginia United Health System, which is the largest healthcare system in West Virginia.
Compensatory arrangements for Mr. Jones will be consistent with the previously disclosed standard arrangements for non-employee directors of the Company, as described on page 12 of the Company’s proxy statement for its 2013 annual meeting of shareholders filed with the Commission on March 22, 2013, which disclosure is incorporated herein by reference.
Mr. Jones has yet to be appointed to any committees of the Company.
City National Bank of West Virginia, a Company affiliate, also elected Mr. Jones to its Board of Directors at their meeting held on July 24, 2013.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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99.1
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News Release issued July 26, 2013
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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.
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Dated: July 29, 2013
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City Holding Company
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By:
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/s/ David L. Bumgarner
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David L. Bumgarner
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Chief Financial Officer
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