UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
(Amendment
No. )
Filed by
the Registrant x
Filed by
a Party other than the Registrant ¨
Check the
appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to Rule 14a-12.
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City
Holding Company
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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¨
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Fee
paid previously with preliminary
materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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c/o
Corporate Election Services
P. O. Box
1150
Pittsburgh,
PA 15230-1150
Vote
by Telephone
Have your
proxy card available when you call Toll-Free 1-888-693-8683
using a touch-tone phone and follow the simple instructions to record
your vote.
Vote
by Internet
Have your
proxy card available when you access the website www.cesvote.com and follow the
simple instructions to record your vote.
Vote
by Mail
Please
mark, sign and date your proxy card and return it in the postage-paid envelope provided
or return it to: Corporate Election Services, P.O. Box 1150, Pittsburgh, PA
15230.
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Vote
by Telephone
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Vote
by Internet
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Vote
by Mail
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Call
Toll-Free using a
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Access
the Website and
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Return
your proxy
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touch-tone
telephone:
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cast
your vote:
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in
the postage-paid
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1-888-693-8683
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www.cesvote.com
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envelope
provided
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Vote
24 hours a day, 7 days a week.
If
you vote by telephone or Internet, please do not send your proxy by
mail.
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è
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Proxy
card must be signed and dated below.
ê Please
fold and detach card at perforation before mailing. ê
City
Holding Company
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE
ANNUAL MEETING OF SHAREHOLDERS ON APRIL 30, 2008.
The
undersigned shareholder of City Holding Company hereby appoints John W.
Alderman, III and Victoria A. Faw and each of them, with full power of
substitution, as proxies and hereby authorizes them to represent and to vote, as
designated below, all the shares of Common Stock of City Holding Company held of
record by the undersigned on March 20, 2008 at the Annual Meeting of
Shareholders to be held on April 30, 2008 or any adjournment or adjournments
thereof. The undersigned shareholder authorizes the proxies to
cumulate their votes at their discretion.
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Dated:
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,2008
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Signature
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Signature,
if held jointly
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Please
Please date and sign exactly as name appears hereon. If shares are
held jointly, each shareholder should sign. Agents, executors,
administrators, guardians, trustees, etc. should use full title, and, if more
than one, all should sign. If the shareholder is a corporation,
please sign full corporate name by the president or another authorized
officer. If a partnership, please sign in partnership name by
authorized person.
Your
vote is important
If you do
not vote by telephone or Internet, please sign and date this proxy card and
return it promptly in the enclosed postage-paid envelope, or otherwise to
Corporate Election Services, P.O. Box 1150, Pittsburgh, PA 15230, so your shares
may be represented at the Annual Meeting. If you vote by telephone or
Internet, it is not necessary to return this proxy card.
Proxy
card must be signed and dated on the reverse side.
ê Please
fold and detach card at perforation before mailing. ê
CITY
HOLDING COMPANY PROXY
This
proxy, when properly executed, will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will
be voted FOR Proposals 1 and 2. You may revoke this proxy at any time
prior to the time it is voted at the Annual Meeting.
1. Proposal
to elect five Class III directors to serve for a term of three
years.
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CLASS
III NOMINEES:
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(1) Hugh
R. Clonch
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(2) Robert
D. Fisher
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(3) Jay
C. Goldman
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(4) Charles
R. Hageboeck
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(5) Philip
L. McLaughlin
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q
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FOR (except as marked to
the contrary above)
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q
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WITHHOLD
authority
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To withhold authority to vote for any
individual nominee, strike a line through the nominee’s name above.
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2.
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Proposal
to ratify the Audit Committee and the Board of Directors’ appointment of
Ernst & Young, LLP as the independent registered public accounting
firm for City Holding Company for
2008.
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q
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FOR
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q
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AGAINST
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q
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ABSTAIN
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Please
mark, sign, date and return the proxy promptly using the enclosed
envelope.
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3.
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In
their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting of Shareholders or
any adjournment or adjournments
thereof.
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