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
25, 2009
CITY
HOLDING COMPANY
(Exact
Name of Registrant as Specified in its Charter)
Commission File Number: 0-11733
|
West
Virginia
|
55-0619957
|
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
|
Identification
No.)
|
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):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
|
-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 25, 2009, the 2009 salary and 2008
bonus and incentive compensation for the Company’s executive officers, including
the Company’s principal executive officer and the Company’s principal financial
officer. The schedule below indicates the 2009 salary for each of the
Company’s executive officers.
|
Name
|
Title
|
2009
Base
Salary
|
|||
|
Charles
R. Hageboeck
|
President
& CEO
(Principal Executive Officer)
|
$ |
415,000
|
||
|
David
L. Bumgarner
|
Senior
Vice President, Chief Financial Officer
and Principal Accounting Officer
(Principal Financial Officer)
|
$ | 172,500 | ||
|
Craig
G. Stilwell
|
Executive
Vice President, Retail Banking
|
$ | 245,000 | ||
|
John
A. DeRito
|
Executive
Vice President, Commercial Banking
|
$ | 205,000 | ||
|
John
W. Alderman III
|
Senior
Vice President and Chief Corporate Counsel
|
$ | 173,500 | ||
The schedule set forth below indicates
the 2008 bonus and incentive compensation for each of the Company’s executive
officers:
|
Name
|
2008
Incentive
Compensation
|
2008
Bonus
|
Total
Incentive
and
Bonus
|
|||||||||
|
Charles
R. Hageboeck
|
$ | ----------- | $ | ----------- | $ | ----------- | ||||||
|
David
L. Bumgarner
|
$ | 24,707 | $ | ----------- | $ | 24,707 | ||||||
|
Craig
G. Stilwell
|
$ | ----------- | $ | 10,000 | $ | 10,000 | ||||||
|
John
A. DeRito
|
$ | 63,531 | $ | ----------- | $ | 63,531 | ||||||
|
John
W. Alderman III
|
$ | 21,208 | $ | ----------- | $ | 21,208 | ||||||
-2-
Section
8 – Other Events
Item
8.01 Other Events.
On February 25, 2009, the Company’s
Board of Directors, based upon the recommendation of its Compensation Committee,
approved an award of $16,000 of Company Common Stock, par value $2.50, to each
non-employee director of the Company on December 31, 2008. The market
price on the date of grant, February 25, 2009, was $26.62 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.
|
Dated:
February 26,
2008
|
City
Holding Company
|
|
By:
|
/s/
David L. Bumgarner
|
|
David
L. Bumgarner
|
|
|
Senior
Vice President, Chief Financial Officer
and Principal Accounting Officer
(Principal Accounting
Officer)
|
-3-