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)
March
25, 2009
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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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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¨
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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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¨
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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
5.02 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 March 25, 2009, equity compensation for the
Company’s executive officers, including the Company’s principal executive
officer and the Company’s principal financial officer.
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, March 25, 2009, was $28.15 per share. Subject to the
continued employment of the executive officer, each restricted stock award will
vest five years following the date of grant.
Stock
Options.
Stock options were awarded to certain
of the executive officers. The exercise price of all options was the
market price, $28.15, as of the date of grant, March 25, 2009. All of
the options awarded are exerciseable for shares of City Holding Company Common
Stock, par value $2.50 per share. Each option award vests (becomes
exerciseable) five years following the date of grant and expires on March 24,
2019 if not earlier exercised, forfeited or terminated.
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
|
Title
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Stock
Options Awarded
(#)
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Restricted
Shares Awarded
(#)
|
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Charles
R. Hageboeck
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President
& CEO
(Principal
Executive Officer)
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6,250
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2,000
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David
L. Bumgarner
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Senior
Vice President, Chief Financial Officer and Principal Accounting
Officer
(Principal
Financial Officer)
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1,250
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650
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Craig
G. Stilwell
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Executive
Vice President, Retail Banking
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3,000
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1,000
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John
A. DeRito
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Executive
Vice President, Commercial
Banking
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2,500
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850
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John
W. Alderman III
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Senior
Vice President and Chief Legal Officer
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---
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750
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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 26,
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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Senior
Vice President, Chief Financial Officer
and
Principal Accounting Officer
(Principal
Financial Officer)
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