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)
April
29, 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 April 29, 2009, grants of restricted stock
pursuant to the City Holding Company 2003 Incentive Plan to certain of the
Company’s executive officers, including the Company’s principal executive
officer. The schedule below indicates the number of restricted shares
granted for the affected executive officers:
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Name
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Title
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Shares Granted
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|||
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Charles
R. Hageboeck
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President
& CEO
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22,250 | |||
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Craig
G. Stilwell
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Executive
Vice President, Retail Banking
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10,125 | |||
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John
A. DeRito
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Executive
Vice President, Commercial Banking
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8,375 | |||
A copy of the form of Restricted Stock
Award Agreement for these April 29, 2009 awards is attached to this report on
Form 8-K as Exhibit 10(p) and is incorporated herein by reference.
Regular
vesting of shares under the Restricted Stock Award Agreements will occur as
follows:
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April
30, 2016
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April
30, 2017
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April
30, 2018
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April
2019
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|||||||||||||
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Charles
R. Hageboeck
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2,000 | 4,000 | 6,000 | 10,250 | ||||||||||||
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Craig
G. Stilwell
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2,000 | 2,500 | 2,700 | 2,925 | ||||||||||||
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John
A. DeRito
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2,000 | 2,000 | 2,500 | 1,875 | ||||||||||||
The Restricted Stock Award Agreements
also provide for cumulative vesting, in the event of an involuntary termination
of employment following a change of control, according to the following
schedule:
Cumulative
Vesting
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On
or Before
April
30, 2010
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May
1, 2010 to
April
30, 2011
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May
1, 2011 to
April
30, 2012
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May
1, 2012 to
April
30, 2013
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After
May
1, 2013
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||||||||||||||||
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Charles
R. Hageboeck
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4,450 | 8,900 | 13,350 | 17,800 | 22,250 | |||||||||||||||
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Craig
G. Stilwell
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2,025 | 4,050 | 6,075 | 8,100 | 10,125 | |||||||||||||||
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John
A. DeRito
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1,675 | 3,350 | 5,025 | 6,700 | 8,375 | |||||||||||||||
-2-
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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Exhibit
10(p)
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Form
of Restricted Stock Award Agreement
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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:
May 5,
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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Chief
Financial Officer
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-3-