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CHCO > SEC Filings for CHCO > Form 8-K on 26-Apr-2013All Recent SEC Filings

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Form 8-K for CITY HOLDING CO


26-Apr-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

At the City Holding Company (the Corporation) Annual Meeting of Shareholders held on April 24, 2013 in Staunton, VA, the shareholders approved the matters described in the Corporation's definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2013. The Corporation's Board of Directors fixed the close of business on March 15, 2013, as the record date for the determination of shareholders entitled to notice and vote at the Annual Meeting. As of March 15, 2013, there were 15,659,263 issued and outstanding shares of Common Stock (exclusive of 2,854,019 shares held as treasury stock which were not voted). A total of 12,709,717 shares of common stock were voted at the annual meeting, either in person or by proxy. There were a total of 1,802,950 broker non-votes.

Following below is a summary of the voting results for each matter presented to the shareholders:

1.      The election of five Class II Directors each for a three-year term
expiring in 2016:

                         For     Withheld Broker Non-Vote

Charles W. Fairchilds 10,810,214  96,553     1,802,950
William H. File III   10,696,863 209,904     1,802,950
Tracy W. Hylton II    10,794,568 112,199     1,802,950
C. Dallas Kayser      10,696,670 210,097     1,802,950
Sharon H. Rowe        10,796,544 110,223     1,802,950

2. The ratification of Ernst & Young, LLP as the Corporation's independent registered public accounting firm for 2013:

For Against Abstain Broker Non-Vote

12,600,120 48,789 60,808 0

3. The approval of a non-binding advisory proposal on the compensation of the Named Executive Officers:

For Against Abstain Broker Non-Vote

10,365,897 395,371 145,499 1,802,950

4. The approval of City Holding Company's 2013 Incentive Plan:

For Against Abstain Broker Non-Vote

10,374,200 418,114 114,453 1,802,950

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