CITY HOLDING CO
For the period ended Apr 24, 2024. Filed Mar 25, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 24, 2024 · Filed Mar 25, 2024
Contents
Cover page
Show cover page
| UNITED STATES | ||
|---|---|---|
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| SCHEDULE 14A INFORMATION | ||
| Proxy Statement Pursuant to Section 14(a) ofthe Securities Exchange Act of 1934 (Amendment No. ) | ||
| Filed by the Registrant x | ||
| Filed by a Party other than the Registrant o | ||
| Check the appropriate box: | ||
| o | Preliminary Proxy Statement | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| x | Definitive Proxy Statement | |
| o | Definitive Additional Materials | |
| o | Soliciting Material under §240.14a-12 | |
| CITY HOLDING COMPANY | ||
| (Name of Registrant as Specified In Its Charter) | ||
| N/A | ||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
| Payment of Filing Fee (Check the appropriate box): | ||
| x | No fee required. | |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| o | Fee paid previously with preliminary materials. | |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
To Our Shareholders:
On behalf of the Board of Directors, I cordially invite you to attend the Annual Meeting of Shareholders of City Holding Company, which will be heldin the Sam Bowling Conference Center at City National Bank located at 3601 MacCorkle Avenue, SE, Charleston, WV 25304, on Wednesday, April 24, 2024 at 2:00 p.m.
The notice of meeting and proxy statement accompanying this letter describe the specific business to be acted upon. In addition to the specific matters to be acted upon, there will be a report on the progress of the Company and an opportunity for questions.
We hope that you will join us at this year’s Annual Meeting and look forward to personally greeting those of you who are able to attend.
It is important that your shares be represented at the meeting. Whether or not you plan to attend the Annual Meeting, please vote your shares by: (1) accessing the Internet at the website included on the proxy card, (2) calling the toll-free number shown on the proxy card, or (3) completing, signing, and returning the enclosed proxy card as soon as possible in the postage-paid envelope provided.
City Holding Company thanks you for your consideration and your continued support.
C. Dallas Kayser
Chairman of the Board
Charles R. Hageboeck
President & CEO
25 Gatewater Road
Post Office Box 7520
Charleston, West Virginia 25356-0520
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 24, 2024
Notice is hereby given that the Annual Meeting of Shareholders of City Holding Company will be held in the Sam Bowling Conference Center at City National Bank located at 3601 MacCorkle Avenue, SE, Charleston, WV 25304, on Wednesday, April 24, 2024 at 2:00 p.m. (local time) for the following purposes:
Election of Directors. To elect four Class I directors to serve for a term of three years and one Class III director to serve for a term of two years. The names of the nominees are set forth in the accompanying proxy statement.
Ratify Independent Registered Public Accounting Firm. To ratify, on an advisory basis, the Audit Committee and the Board of Directors’ appointment of Crowe LLP as the independent registered public accounting firm for City Holding Company for 2024.
Advisory (Non-binding) Vote on Executive Compensation. To approve a non-binding advisory proposal on the compensation of the Named Executive Officers.
Other Business. To transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on March 12, 2024 are the only shareholders entitled to notice of and to vote at the Annual Meeting of Shareholders.
By Order of the Board of Directors,
Victoria A. Faw,
Secretary
IMPORTANT NOTICE
We urge you to sign and return the enclosed proxy or transmit your voting instructions by telephone or Internet as promptly as possible, regardless of your plans to attend the meeting. Please refer to the instructions on the proxy card for details about transmitting your voting instructions by telephone or Internet. If you attend the meeting, you may vote your shares in person via live webcast, even if you have previously signed and returned your proxy or transmitted your voting instructions by telephone or Internet.
2024 PROXY STATEMENT
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement | 1 |
| Common Stock Ownership of Certain Beneficial Owners and Management | 3 |
| Delinquent Section 16(a) Reports | 5 |
| Governance and Nominating Committee Report | 6 |
| Proposal 1: Election of Directors | 7 |
| Additional Information Concerning the Board of Directors | 10 |
| Board Leadership Structure and Oversight of Risk | 10 |
| Security Standards and Security Risk Insurance | 11 |
| Environmental Social and Governance (ESG) | 11 |
| Management Succession Planning and Development | 11 |
| Independence of Directors | 11 |
| Meetings of Independent Directors | 12 |
| Attendance at Annual Meeting | 12 |
| Communications with the Board of Directors | 12 |
| Availability of Codes of Business Conduct and Ethics and Committee Charters | 12 |
| Committees of the Board of Directors and Meeting Attendance | 12 |
| Membership on Certain Board Committees | 13 |
| Compensation of Directors | 14 |
| Board Diversity | 16 |
| 2023 Director Compensation | 17 |
| Report of the Audit Committee | 18 |
| Proposal 2: Independent Registered Public Accounting Firm | 19 |
| Compensation Committee Interlocks and Insider Participation | 20 |
| Executive Officers of City Holding Company | 20 |
| Compensation Discussion and Analysis | 21 |
| Cash Incentives | 26 |
| Long-Term Incentives | 27 |
| Stock Ownership Requirement | 29 |
| Stock Ownership Restrictions – Pledging and Hedging | 29 |
| Other General Employee Benefits | 29 |
| Clawback Policies | 29 |
| Board Compensation Committee Report on Executive Compensation | 31 |
| 2023 Summary Compensation Table | 32 |
| Grants of Plan-Based Awards | 33 |
| Equity Holdings | 34 |
| Post Employment Payments | 36 |
| Pay Versus Performance | 41 |
| Financial Performance Measures | 43 |
| Analysis of the Information Presented in the Pay Versus Performance Table | 43 |
| Compensation Actually Paid and Cumulative TSR | 43 |
| Compensation Actually Paid and Net Income | 44 |
| Compensation Actually Paid and ROAA | 45 |
| Page | |
|---|---|
| ROATCE | 46 |
| CEO Pay Ratio | 47 |
| Proposal 3: Non-Binding Advisory Vote on Executive Compensation | 47 |
| Certain Transactions Involving Directors and Executive Officers | 47 |
| Shareholder Proposals and Nominations | 48 |
| Other Matters | 49 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.