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)
April 29, 2009

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))


 
 

 


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 executive officer.  The schedule below indicates the number of restricted shares granted for the affected executive officers:

Name
Title
 
Shares Granted
 
Charles R. Hageboeck
President & CEO
    22,250  
Craig G. Stilwell
Executive Vice President, Retail Banking
    10,125  
John A. DeRito
Executive Vice President, Commercial Banking
    8,375  

A copy of the form of Restricted Stock Award Agreement for these April 29, 2009 awards 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:

   
April 30, 2016
   
April 30, 2017
   
April 30, 2018
   
April 2019
 
Charles R. Hageboeck
    2,000       4,000       6,000       10,250  
Craig G. Stilwell
    2,000       2,500       2,700       2,925  
John A. DeRito
    2,000       2,000       2,500       1,875  

The Restricted Stock Award Agreements also provide 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
April 30, 2010
   
May 1, 2010 to
April 30, 2011
   
May 1, 2011 to
April 30, 2012
   
May 1, 2012 to
April 30, 2013
   
After
May 1, 2013
 
Charles R. Hageboeck
    4,450       8,900       13,350       17,800       22,250  
Craig G. Stilwell
    2,025       4,050       6,075       8,100       10,125  
John A. DeRito
    1,675       3,350       5,025       6,700       8,375  


 
-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: May 5, 2009
City Holding Company
   
   
By: 
/s/ David L. Bumgarner
 
David L. Bumgarner
 
Chief Financial Officer




 
-3-