City Holding updates 2026 shareholder vote results
City Holding Company filed an amended report to correct missing vote counts from its 2026 Annual Meeting of Shareholders.
Accepted by SEC EDGAR
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Form Type
8-K/A
Rhea-AI Filing Summary
City Holding Company filed an amended report to correct missing vote counts from its 2026 Annual Meeting of Shareholders. The filing now states that 11,923,285 common shares were voted in person or by proxy, representing 82.99% of shares entitled to vote.
All nominated directors in Classes II and III received more votes “for” than “against” and were elected. Shareholders also ratified the appointment of the independent registered public accounting firm and approved, on a non-binding advisory basis, the company’s executive compensation, each with strong majority support and limited opposition or abstentions.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares voted: 11,923,285 shares
Voting turnout: 82.99%
Auditor ratification For votes: 11,861,850 shares
+4 more
7 metrics
Shares voted
11,923,285 shares
Total common stock voted at 2026 Annual Meeting
Voting turnout
82.99%
Percent of shares entitled to vote at 2026 meeting
Auditor ratification For votes
11,861,850 shares
Proposal 2 – ratification of independent registered public accounting firm
Say-on-pay For votes
9,457,692 shares
Proposal 3 – non-binding advisory vote on executive compensation
Say-on-pay Against votes
283,913 shares
Proposal 3 – shareholder opposition to executive compensation
Director Fisher For votes
8,488,552 shares
Proposal 1 – election of director Robert D. Fisher III
Director Raynes For votes
9,697,653 shares
Proposal 1 – election of director B. Scott Raynes
Key Terms
broker non-vote, non-binding advisory vote, independent registered public accounting firm, emerging growth company
4 terms
broker non-vote financial
"For | Against | Abstain | Broker Non-Vote 11,861,850 | 15,306 | 46,129 | 0"
A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.
non-binding advisory vote financial
"Proposal 3—Non-Binding Advisory Vote to Approve Executive Compensation."
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company |"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did City Holding Company (CHCO) change in this amended 8-K/A?
City Holding Company corrected its earlier report of the 2026 Annual Meeting by adding the actual share counts and percentages for each voting item. The amendment supplies complete numerical results for director elections, auditor ratification, and the advisory vote on executive compensation that were omitted previously.
Were City Holding Company (CHCO) directors elected at the 2026 annual meeting?
Yes. All nominated directors in Classes II and III received more votes “for” than “against” and were elected. Individual support levels varied, but each nominee—Robert D. Fisher III, Charles R. Hageboeck, James M. Parsons, Javier A. Reyes, and B. Scott Raynes—secured clear majority approval.
Why was the original City Holding Company (CHCO) 2026 meeting report amended?
The original report omitted key numerical details because of an inadvertent technical issue. It lacked the actual number of shares voted, the percentage of shares entitled to vote, and the numerical results for each proposal. The amendment supplies those missing figures without changing any previously reported outcomes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 1, 2026 ( April 29, 2026 )
(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 | ||||||||||||
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| 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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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 5.07 of the Current Report on Form 8-K filed on April 29, 2026 (the “Original Form 8-K”) solely to correct an administrative error in the Original Form 8-K. Due to an inadvertent technical issue, the Original Form 8-K omitted the actual number of shares voted and the percentage of shared entitled to vote at the 2026 Annual Meeting of Shareholders (“2026 Annual Meeting”) and omitted the numerical voting results for the matters considered and voted upon at the 2026 Annual Meeting. No other changes have been made to the Original Form 8-K.
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
A total of 11,923,285 shares of common stock were voted in person or by proxy, representing 82.99% percent of the shares entitled to be voted.
Proposal 1—Election of Directors.
Class | For | Against | Abstain | Broker Non-Vote | |||||||||||||
Robert D. Fisher | III | 8,488,552 | 1,260,582 | 42,101 | 2,132,050 | ||||||||||||
Charles R. Hageboeck | III | 9,677,115 | 71,214 | 42,912 | 2,132,044 | ||||||||||||
James M. Parsons | III | 9,688,024 | 56,901 | 46,317 | 2,132,043 | ||||||||||||
Javier A. Reyes | III | 9,641,591 | 106,108 | 43,542 | 2,132,044 | ||||||||||||
B. Scott Raynes | II | 9,697,653 | 43,299 | 50,290 | 2,132,043 | ||||||||||||
Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm.
For | Against | Abstain | Broker Non-Vote | ||||||||
11,861,850 | 15,306 | 46,129 | 0 | ||||||||
Proposal 3—Non-Binding Advisory Vote to Approve Executive Compensation.
For | Against | Abstain | Broker Non-Vote | ||||||||
9,457,692 | 283,913 | 49,630 | 2,132,050 | ||||||||
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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.
Dated: May 1, 2026 | City Holding Company | ||||
| By: | /s/ David L. Bumgarner | ||||
| David L. Bumgarner | |||||
| Executive Vice President & Chief Financial Officer | |||||
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