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)
February
28, 2007
CITY
HOLDING COMPANY
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number:0-17733
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West
Virginia
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55-0169957
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|
(State
or Other Jurisdiction of
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(I.R.S.
Employer
|
|
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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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 February 28, 2007, the 2007 salary and 2006
bonus and incentive compensation for the Company’s executive officers, including
the Company’s principal executive officer and the Company’s principal financial
officer. The schedule below indicates the 2007 salary for each of the Company’s
executive officers.
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Name
|
Title
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2006
Base
Salary
|
2007
Base
Salary
|
|
Charles
R. Hageboeck
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President
& CEO
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$325,000
|
$360,000
|
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David
L. Bumgarner
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Chief
Financial Officer
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$140,000
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$152,500
|
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Craig
G. Stilwell
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Executive
Vice President, Retail Banking
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$200,000
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$212,000
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John
A. DeRito
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Executive
Vice President, Commercial Banking
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$178,000
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$186,000
|
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John
W. Alderman III
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Senior
Vice President and Chief Corporate Counsel
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$166,870
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$170,000
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The
schedule set forth below indicates the 2006 bonus and incentive compensation
for
each of the Company’s executive officers:
|
Name
|
2006
Incentive
Compensation
|
2006
Bonus
|
Total
Incentive
and
Bonus
|
|
Charles
R. Hageboeck
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$165,041
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$60,000
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$225,041
|
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David
L. Bumgarner
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$
40,425
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$21,825
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$
62,250
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Craig
G. Stilwell
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$116,840
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$32,000
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$148,840
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John
A. DeRito
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$
83,235
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$28,745
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$111,980
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John
W. Alderman III
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$
36,412
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$36,412
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$
72,824
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Restricted
Stock.
Restricted
stock was awarded to certain of the executive officers. The recipients of these
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,
February 28, 2007, was $39.34 per share.
Stock
Options.
Stock
options were awarded to certain of the executive officers. The exercise price
of
all options was the market price as of the date of grant, February 28, 2007.
All
of the options awarded are exerciseable for shares of City Holding Company
Common Stock, par value $2.50 per share. The issuer made grants on similar
terms
in previous years although expiration dates and vesting periods
varied.
-2-
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:
|
Name
|
Stock
Options Awarded
|
Restricted
Shares Awarded
|
|
Charles
R. Hageboeck
|
37,500
|
--
|
|
David
L. Bumgarner
|
--
|
2,500
|
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Craig
G. Stilwell
|
10,000
|
--
|
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John
A. DeRito
|
--
|
2,500
|
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John
W. Alderman III
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--
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1,500
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Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
At
the
regularly scheduled meeting of the Board of Directors of the Company held
on
February 28, 2007, Article IV of Company’s Bylaws were amended to permit the
Company to issue securities not represented by certificates in accordance
with
NASDAQ Rule 4350(l), which requires securities listed on NASDAQ to be eligible
for a Direct Registration Program operated by a clearing agency registered
under
Section 17A of the Exchange Act. Such amendment is effective upon adoption
by
the Board of Directors on February 28, 2007, and a complete copy of the
Company’s Amended and Restated Bylaws is attached hereto as Exhibit 3(k) and
incorporated herein by reference.
Section
8 - Other Events
Item
8.01 Other Events.
On
February 28, 2007, the Company’s Board of Directors, based upon the
recommendation of its Compensation Committee, approved an award of 400 shares
of
Company Common Stock, par value $2.50, to each non-employee director of the
Company on December 31, 2006 and 300 shares of Company Common Stock, par value
$2.50, to its vice-chairman, Samuel M. Bowling. The market price on the date
of
grant, February 28, 2007, was $39.34 per share.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
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3(k)
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Amendment
to Bylaws
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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:
February
28, 2007
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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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