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
28, 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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Section
5 – Corporate Governance and Management
Item
5.07 Submission
of Matters to a Vote of Security Holders
At the
City Holding Company (the Corporation) Annual Meeting of Shareholders held on
April 28, 2010, the shareholders approved the matters described in the
Corporation’s definitive proxy statement filed with the Securities and Exchange
Commission on March 26, 2010. The Corporation’s Board of Directors fixed the
close of business on March 19, 2010, as the record date for the determination of
shareholders entitled to notice and vote at the Annual Meeting. As of March 19,
2010, there were 15,812,855 issued and outstanding shares of Common Stock
(exclusive of 2,686,427 shares held as treasury stock which were not voted). A
total of 12,882,921 shares of common stock were voted at the annual meeting,
either in person or by proxy. There were a total of 1,758,213 broker
non-votes.
Following
is a summary of the voting results for each matter presented to the
shareholders:
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For
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Against
or Withheld
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Abstain
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||||||||||
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1.
The election of five Class II Directors each for a three-year term
expiring in 2013:
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||||||||||||
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Oshel
B. Craigo
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9,989,634 | 1,135,074 | -- | |||||||||
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William
H. File III
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10,085,064 | 1,039,644 | -- | |||||||||
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Tracy
W. Hylton II
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10,938,890 | 185,818 | -- | |||||||||
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C.
Dallas Kayser
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10,048,358 | 1,076,350 | -- | |||||||||
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Sharon
H. Rowe
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11,027,244 | 97,464 | -- | |||||||||
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2.
The ratification of Ernst & Young, LLP as the Corporation’s
independent registered
public
accounting firm for 2010:
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12,797,495 | 48,758 | 36,668 | |||||||||
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:
April
29, 2010
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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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