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
25, 2007
CITY
HOLDING COMPANY
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-17733
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West
Virginia
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55-0169957
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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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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¨
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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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¨
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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
Item
5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
E.
M.
(Ned) Payne III, Chairman of the Board of City Holding Company (the “Company”),
retired from the Board of Directors concurrent with the expiration of his
current term of office on April 25, 2007 at the 2007 Annual Meeting of
Shareholders due to the mandatory retirement age provisions of the Company’s
bylaws.
Section
8 - Other Events
Item
8.01 Other Events.
The
Company held its Annual Meeting of Shareholders on April 25, 2007 at which
time
shareholders were asked to consider the following two proposals, which were
more
fully described in the Company’s definitive proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on March 23,
2007:
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1.
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To
elect one Class I director to serve for a term of two years and five
Class
II directors to serve for a term of three
years.
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2.
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To
ratify the Board of Directors’ appointment of Ernst & Young LLP as the
independent registered public accounting firm for City Holding Company
for
2007.
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The
tabulation of votes were as follows:
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1.
Election of one Class I director and five Class II directors to the
Board
of Directors:
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Director/Nominee
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Votes
For
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Votes
Withheld
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John
R. Elliot
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14,264,147
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177,649
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Oshel
B. Craigo
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9,605,496
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4,836,300
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William
H. File III
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14,227,831
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213,965
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Tracy
W. Hylton II
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14,157,160
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284,636
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C.
Dallas Kayser
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14,193,196
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248,600
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Sharon
H. Rowe
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14,226,810
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214,986
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There
were no broker non-votes in the election of directors.
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2.
Ratification of the Audit Committee and Board of Directors’ appointment of
Ernst & Young LLP as independent registered public accounting firm for
City Holding Company for 2007.
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Votes
For
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Against
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Abstain
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14,260,168
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132,147
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49,481
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There
were no broker non-votes in the ratification of independent registered public
accounting firm.
At
the
organizational meeting of directors immediately following the 2007 Annual
Meeting of Shareholders, the Board of Directors elected Philip L. McLaughlin
as
Chairman of the Board of both City Holding Company and its wholly-owned
subsidiary, City National Bank of West Virginia. The directors unanimously
selected Mr. McLaughlin to succeed Mr. Payne as Chairman citing his strong
banking background, his knowledge of the Company and his previous experience
as
Chairman.
A
native
of Lewisburg, West Virginia, Mr. McLaughlin graduated from Greenbrier Military
School and received a Bachelor of Arts degree in mathematics from the College
of
William and Mary University, Williamsburg, Virginia. He also completed the
Stonier Graduate School of Banking program at Rutgers University. Mr. McLaughlin
joined City Holding Company in December 1998 through the merger of Horizon
Bancorp, Inc. into City Holding Company. He previously served as Chairman of
the
Board of City Holding Company from 1998 to 2002; president and chief operating
officer and director of Horizon Bancorp, Inc., Beckley, West Virginia from
1993
to 1998; and president and chief executive officer and director of Greenbrier
Valley National Bank, Lewisburg, West Virginia from 1971 to 1998.
Signature
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:
May
1, 2007
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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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