UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to § 240. 14a-12 | |
CITY HOLDING COMPANY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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SUPPLEMENT TO THE PROXY STATEMENT OF CITY HOLDING COMPANY.
DATED MARCH 22, 2013 FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 2013
On March 22, 2013 City Holding Company (the “Company”) filed its Definitive Proxy Statement relating to its Annual Meeting of Stockholders to be held on April 24, 2013. In connection with its Annual Meeting, the Company’s Board of Directors recommended a vote approving City Holding Company’s 2013 Incentive Plan (the “Plan”). In connection with this proposal, we are clarifying the number of shares outstanding and the number of shares available for future grant under all Company plans as of December 31, 2012 and April 3, 2013 as follows:
| As
of December 31, 2012 |
As
of April 3, 2013 |
|||||||
| Number of Stock Options Outstanding |
289,544 | 261,269 | ||||||
| Weighted Average Exercise Price |
$ | 34.38 | $ | 34.63 | ||||
| Weighted Average Term (in years) |
4.1 | 4.6 | ||||||
| Number of Restricted Share Awards Outstanding |
116,711 | 125,919 | ||||||
| Number of Shares Remaining for Future Grants: |
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| City Holding Company 2003 Incentive Plan* |
539,713 | 514,105 | ||||||
| * | Between April 3, 2013 and April 29, 2013, the Company anticipates issuing an additional 20,000 restricted share awards under the City Holding Company 2003 Incentive Plan. The Company will not issue any additional shares under the City Holding Company 2003 Incentive Plan after April 29, 2013. |
This Supplement to the Proxy Statement is first being released to shareholders on or about April 5, 2013, and should be read together with the Proxy Statement. The information contained in this Supplement to the Proxy Statement modifies or supersedes any inconsistent information contained in the Proxy Statement.