Form 8-K
8-K — CITY HOLDING CO
Accession: 0000726854-26-000115
Filed: 2026-04-29
Period: 2026-04-29
CIK: 0000726854
SIC: 6021 (NATIONAL COMMERCIAL BANKS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — chco-20260429.htm (Primary)
EX-99.1 — EX-99.1, PR RAYNES JOINS BOD (ex99-1raynesjoinsbod.htm)
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8-K
8-K (Primary)
Filename: chco-20260429.htm · Sequence: 1
chco-20260429
0000726854false00007268542026-04-292026-04-29
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, 2026
CITY HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 0-11733
West Virginia 55-0619957
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
25 Gatewater Road, Cross Lanes, West Virginia 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):
☐ 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
Common Stock $2.50 Par Value CHCO NASDAQ Global Select Market
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. ☐
-1-
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.
(c) Election of Directors
On April 29, 2026, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing election of B. Scott Raynes to its Board of Directors (“Board”) at the 2026 Annual Meeting of Shareholders.
There is no arrangement or understanding with any person pursuant to which Mr. Raynes was elected as a member of the Board. Compensatory arrangements for Mr. Raynes will be consistent with the previously disclosed standard arrangements for non-employee directors of the Company, as described on page 14 of the Company’s proxy statement for its 2026 Annual Meeting of Shareholders filed with the Commission on March 27, 2026, which disclosure is incorporated herein by reference.
City National Bank of West Virginia, a Company affiliate, also elected Mr. Parsons to its Board of Directors effective April 29, 2026.
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 29, 2026, City Holding Company (the “Company”) held its 2026 Annual Meeting of Shareholders (“2026 Annual Meeting”) in Cross Lanes, WV. The Company’s Board of Directors fixed the close of business on March 16, 2026, as the record date for the determination of shareholders entitled to notice and vote at the 2026 Annual Meeting. As of March 16, 2026, there were 14,366,784 issued and outstanding shares of Common Stock (exclusive of 4,694,764 shares held as treasury stock which were not voted). A total of XXXXXXXXXXX shares of common stock were voted in person or by proxy, representing XXXX% percent of the shares entitled to be voted. Following are the final voting results on the matters considered and voted upon at the 2026 Annual Meeting, all of which are described in the Proxy Statement for the 2026 Annual Meeting.
Proposal 1—Election of Directors.
The Company’s shareholders elected four nominees to serve as Class III Directors each for a three-year term expiring at the 2029 Annual Meeting of Shareholders and one nominee to serve as a Class II Director for a two-year term expiring at the 2028 Annual Meeting of Shareholders.
Class
For
Against
Abstain
Broker
Non-Vote
Robert D. Fisher
III
Charles R. Hageboeck
III
James M. Parsons
III
Javier A. Reyes
III
B. Scott Raynes
II
-2-
Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm.
The Company’s shareholders ratified, on an advisory basis, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2026.
For
Against
Abstain
Broker Non-Vote
Proposal 3—Non-Binding Advisory Vote to Approve Executive Compensation.
The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers disclosed in the Proxy Statement for the 2026 Annual Meeting.
For
Against
Abstain
Broker Non-Vote
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1
News Release issued April 29, 2026 – City Holding Company Elects B. Scott Raynes to Board of Directors
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: April 29, 2026 City Holding Company
By: /s/ David L. Bumgarner
David L. Bumgarner
Executive Vice President & Chief Financial Officer
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EX-99.1 — EX-99.1, PR RAYNES JOINS BOD
EX-99.1
Filename: ex99-1raynesjoinsbod.htm · Sequence: 2
Document
Exhibit 99.1
NEWS RELEASE
For Immediate Release
April 29, 2026
For Further Information Contact:
Charles R. Hageboeck, Chief Executive Officer and President
(304) 769-1102
City Holding Company Shareholders Elect B. Scott Raynes to Board of Directors
Charleston, West Virginia – The shareholders of City Holding Company, the “Company” (NASDAQ: CHCO), have elected B. Scott Raynes to its Board of Directors as a Class II director to serve for a term of two-years at its Annual Meeting of Shareholders held on April 29, 2026. This increases the number of directors of the Company from 11 to 12.
Raynes received a Bachelor of Arts degree from West Virginia Institute of Technology, a Master’s Degree in Higher Education and Counseling from Morehead State University, and an MBA with a Healthcare specialization from West Virginia University.
Raynes is currently President and CEO of Marshall Health Network, which includes three hospitals and a large physician group affiliated with the Marshall University Joan C. Edwards School of Medicine.
Prior to returning to West Virginia, Raynes served as President and CEO of Southeast Georgia Health System in Brunswick/St. Simons Island, Georgia (January 2022–February 2025). He previously served as President of Baptist Hospitals, Inc. in Pensacola, Florida (August 2013–December 2022), and as President and CEO of NorthCrest Medical Center/NorthCrest Health System in Springfield, Tennessee (February 2005–August 2013).
Earlier in his career, Raynes was President and CEO of Preston Memorial Hospital in Kingwood, West Virginia (2002–2005); Regional Vice President and CEO of HealthSouth Corporation in Huntington, West Virginia (1999–2002); and Chief Operating Officer of Montgomery General Health System in Montgomery, West Virginia (1996–1999).
Raynes currently serves as a member of the Board of Directors for the WV Chamber of Commerce, a board member of the Huntington Area Development Corp., and a board member of the Mason County Development Authority.
“We are thrilled to have Scott Raynes join our Board of Directors,” said Dallas Kayser, Chairman of the Board of City Holding Company. “He has extensive leadership experience in large organizations similar to City National Bank, a strong West Virginia pedigree, and runs one of the largest employers in the Huntington MSA which is City’s largest single customer base. We believe Scott’s background will complement the expertise of City’s current Board.”
City Holding Company is a $6.8 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 96 branches across West Virginia, Kentucky, Virginia and Ohio.
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