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CITY HOLDING CO FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 2, 2014

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 30, 2014 in Charleston, WV, the shareholders approved the matters described in the Corporation's definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2014. The Corporation's Board of Directors fixed the close of business on March 14, 2014, as the record date for the determination of shareholders entitled to notice and vote at the Annual Meeting. As of March 14, 2014, there were 15,757,829 issued and outstanding shares of Common Stock (exclusive of 2,755,453 shares held as treasury stock which were not voted). A total of 12,971,734 shares of common stock were voted at the annual meeting, either in person or by proxy. There were a total of 1,916,890 broker non-votes.

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

1. The election of four Class III Directors each for a three-year term expiring

in 2017: Class For Withheld Broker Non-Vote Robert D. Fisher III 10,830,096 224,748 1,916,890 Jay C. Goldman III 10,845,477 209,367 1,916,890 Charles R. Hageboeck III 10,995,828 59,016 1,916,890 Philip L. McLaughlin III 10,831,256 223,588 1,916,890



The election of one Class I Director with a one-year term expiring in 2015:

Class For Withheld Broker Non-Vote J. Thomas Jones I 10,865,391 189,453 1,916,890



2. The ratification of Ernst & Young, LLP as the Corporation's independent

registered public accounting firm for 2014: For Against Abstain Broker Non-Vote 12,905,223 46,451 20,060 0



3. The approval of a non-binding advisory proposal on the compensation of the

Named Executive Officers: For Against Abstain Broker Non-Vote 10,489,902 452,016 112,926 1,916,890 -2-



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Source: Edgar Glimpses


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