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)
February
24, 2010
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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-1-
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 February 24, 2010, the 2009 incentive
compensation for the Company’s executive officers, including the Company’s
principal executive officer and the Company’s principal financial
officer. The schedule set forth below indicates the 2009 incentive
compensation for each of the Company’s executive officers. There were
no changes made to base salaries for 2010 for the Company’s executive
officers.
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Name
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Title
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2009
Incentive
Compensation
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|||
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Charles
R. Hageboeck
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President
& CEO
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$ | 163,471 | ||
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David
L. Bumgarner
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Chief
Financial Officer
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$ | 45,283 | ||
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Craig
G. Stilwell
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Executive
Vice President, Retail Banking
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$ | 96,394 | ||
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John
A. DeRito
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Executive
Vice President, Commercial Banking
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$ | 73,066 | ||
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Michael
T. Quinlan, Jr.
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Senior
Vice President, Branch Banking
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$ | 44,309 | ||
Restricted
Stock.
Restricted stock was awarded to certain
of the executive officers. The recipients of the restricted stock
awards may vote and receive dividends on the shares, whether vested or not, but
may not sell the shares or use them for collateral for any borrowing unless and
until they are vested. All of the restricted stock awards are of City
Holding Company Common Stock, par value $2.50. The market price on
the date of grant, February 26, 2010, was $32.09 per share.
Stock
Options.
Stock options were awarded to certain
of the executive officers. The exercise price of all options was the
market price, $32.09, as of the date of grant, February 26, 2010. All
of the options awarded are exerciseable for shares of City Holding Company
Common Stock, par value $2.50 per share. The issuer made grants on
similar terms in previous years although expiration dates and vesting periods
varied.
The table below sets forth the number
of shares of restricted stock and shares issuable upon the exercise of stock
options awarded to each of the Company’s executive officers:
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Name
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Stock
Options Awarded
(#)
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Restricted
Shares Awarded
(#)
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||||||
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Charles
R. Hageboeck
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6,250 | 2,000 | ||||||
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David
L. Bumgarner
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1,250 | 650 | ||||||
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Craig
G. Stilwell
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3,000 | 1,000 | ||||||
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John
A. DeRito
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2,500 | 850 | ||||||
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Michael
T. Quinlan, Jr.
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1,250 | 550 | ||||||
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Section
8 – Other Events
Item
8.01 Other Events.
On February 24, 2010, the Company’s
Board of Directors, based upon the recommendation of its Compensation Committee,
approved an award of $20,000 of Company Common Stock, par value $2.50, to each
non-employee director of the Company on December 31, 2009. The market
price on the date of grant, February 26, 2010, was $32.09 per
share.
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:
March 1,
2009
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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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