City Holding Co 8-K, filed Jul 29, 2021
City Holding Co (CHCO)
8-K
2021-07-29
For: 2021-07-28
View Original
Added on
April 11, 2026
About this 8-K
City Holding Co filed this 8-K on July 29, 2021, reporting on events of July 28, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): July 28, 2021
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 0-11733
| (State or Other Jurisdiction of | (I.R.S. Employer | ||||
| Incorporation or Organization) | Identification No.) | ||||
(Address of Principal Executive Offices, Including Zip Code)
(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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||
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Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 28, 2021, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing appointment of Gregory A. Burton to its Board of Directors (“Board”) effective July 28, 2021. Mr. Burton was appointed to the Board as a Class I director and will stand for election at the Company’s 2022 Annual Meeting of Shareholders.
There is no arrangement or understanding with any person pursuant to which Mr. Burton was appointed as a member of the Board. Compensatory arrangements for Mr. Burton will be consistent with the previously disclosed standard arrangements for non-employee directors of the Company, as described on page 13 of the Company’s proxy statement for its 2021 Annual Meeting of Shareholders filed with the Commission on March 29, 2021, which disclosure is incorporated herein by reference.
As of the date of this filing, Mr. Burton has not been appointed to any committees of the Company.
City National Bank of West Virginia, a Company affiliate, also elected Mr. Burton to its Board of Directors effective July 28, 2021.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| News Release issued July 28, 2021 | |||||
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: July 29, 2021 | City Holding Company | ||||
| By: | /s/ David L. Bumgarner | ||||
| David L. Bumgarner | |||||
| Executive Vice President & Chief Financial Officer | |||||
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Exhibit 99.1
NEWS RELEASE
For Immediate Release
July 28, 2021
For Further Information Contact:
Charles R. Hageboeck, Chief Executive Officer and President
(304) 769-1102
City Holding Company Elects Greg Burton to Board of Directors
Charleston, West Virginia – City Holding Company, the “Company” (NASDAQ: CHCO), has appointed Gregory A. Burton to its Board of Directors to fill a vacancy created by the retirement of John R. Elliot. Mr. Burton’s appointment is effective immediately and he will stand for election by the shareholders at the next annual meeting scheduled for April 2022. This increases the number of directors of the Company from 11 to 12. The Board of Directors expects to recommend Mr. Burton as a Class I director, whose terms shall expire at the annual meeting of shareholders in 2024,
A Charleston native, Burton’s resume includes work in city and state government, as well as the banking, financial and insurance industries. Most recently, Burton helped start BrickStreet Mutual Insurance, “BrickStreet”, in 2006 and served as its Chief Executive Officer until 2017. BrickStreet merged with Motorists Mutual out of Ohio in April 2017 to form what is now Encova Mutual Insurance Group, “Encova”, and Burton now serves as Executive Chairman of the combined entity. Encova writes business in over 20 states including those in which City National Bank is located: West Virginia, Kentucky, Virginia and Ohio.
Burton serves on the boards of the West Virginia Chamber of Commerce, the University of Charleston (Vitality Committee) and West Virginia School of Osteopathic Medicine (Finance Chair). Burton also serves as Chair of the Encova Foundation, which supports education, healthcare and other worthwhile causes in communities throughout West Virginia.
“Greg represents a wonderful addition to the City Holding Board of Directors,” said Charles Hageboeck, President and Chief Executive Officer of City Holding. “With his deep knowledge of City’s market areas and leadership in the development, growth and transition of BrickStreet to Encova, he brings unique experience and expertise to the board. We are thrilled to have his advice and guidance.”
City Holding Company is a $5.9 billion bank holding Company headquartered in Charleston, WV. City Holding Company is the parent company of City National Bank of West Virginia. City National operates 94 branches across West Virginia, Kentucky, Virginia and Ohio.