CITY HOLDING CO 8-K

What Happened

• On April 29, 2026 City Holding Company (CHCO) filed an 8-K reporting results of its 2026 Annual Meeting of Shareholders held that day. The company announced the election of B. Scott Raynes to its Board of Directors. Raynes was elected as a Class II director (term expiring 2028); four Class III directors — Robert D. Fisher, Charles R. Hageboeck, James M. Parsons and Javier A. Reyes — were re/elected to three‑year terms expiring 2029. The filing states there is no special arrangement or understanding related to Mr. Raynes’ election, and his compensation will follow the company’s standard non‑employee director arrangements disclosed in the company’s March 27, 2026 proxy statement. City National Bank of West Virginia (an affiliate) also elected James M. Parsons to its board effective April 29, 2026.

Key Details

• Record date: close of business March 16, 2026; 14,366,784 shares of common stock issued and outstanding (4,694,764 shares held in treasury and not voted).
• Meeting date/filed: April 29, 2026.
• Directors elected: Robert D. Fisher (Class III, term to 2029), Charles R. Hageboeck (Class III, to 2029), James M. Parsons (Class III, to 2029), Javier A. Reyes (Class III, to 2029), and B. Scott Raynes (Class II, to 2028).
• Auditor ratification and executive pay: Shareholders ratified Crowe LLP as the company’s independent registered public accounting firm for 2026 and approved, on a non‑binding advisory basis, the executive compensation disclosed in the proxy.
• Note: The filing did not provide specific vote tallies/percentages (these appear redacted or omitted in the submitted 8‑K). Exhibit 99.1 is a news release announcing Raynes’ election.

Why It Matters

• Board composition and auditor ratification are governance actions that affect oversight of City Holding’s strategy and financial reporting. The election of a new independent director may influence board committees or expertise, but the filing indicates his compensation follows existing standard arrangements (so no new material compensation program).
• Shareholder approval of the auditor and a non‑binding advisory endorsement of executive pay signal investor support for the company’s governance and compensation practices as presented in the proxy. Investors should note there are no reported financial statement changes or material transactions disclosed in this 8‑K.