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City Holding (NASDAQ: CHCO) promotes Quinlan to bank president

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

City Holding Company appointed Michael “Tim” T. Quinlan, Jr., age 57, as President of its subsidiary City National Bank of West Virginia, effective as of the close of business on April 29, 2026. He has served as Executive Vice President, Retail Banking for both the company and the bank since January 2021.

Charles “Skip” R. Hageboeck transitioned out of the President role at the bank but will remain Chief Executive Officer of the bank and President and Chief Executive Officer of City Holding Company. His existing employment agreement, originally dated July 25, 2007, was amended solely to reflect this title change.

Quinlan’s base salary will follow the bank’s current executive compensation practices, and his benefits will be materially similar to the executive benefits disclosed in the company’s Definitive Proxy Statement filed on March 27, 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of role change April 29, 2026 Date Quinlan becomes President of City National Bank of West Virginia
Quinlan age 57 years Age of Michael “Tim” T. Quinlan, Jr. at appointment
Start of EVP role January 2021 Quinlan’s tenure as Executive Vice President, Retail Banking
Original employment agreement date July 25, 2007 Effective date of Hageboeck’s Employment Agreement before amendment
Proxy statement filing date March 27, 2026 Date of Definitive Proxy Statement cited for executive benefits
Employment Agreement financial
"WHEREAS, the Employer and Employee are parties to that certain Employment Agreement dated effective as of July 25, 2007"
Effective Date financial
"effective as of April 29, 2026 (the “Effective Date”)"
The effective date is the specific calendar day when a contract, regulatory action, corporate change, or financial disclosure officially begins to apply and take legal or operational effect. For investors, it marks the moment rules, obligations, ownership, pricing, or reporting change—similar to the exact minute a light switch is flipped—so it determines when rights, liabilities, or market impacts start and which periods or transactions are affected.
Chief Executive Officer financial
"Employee shall continue to serve as Chief Executive Officer of City National"
A chief executive officer (CEO) is the top leader of a company, responsible for making major decisions, setting goals, and guiding the organization’s overall direction. Think of the CEO as the captain of a ship, steering it toward success. Investors pay close attention to the CEO because their leadership and strategy can significantly influence the company's performance and future growth.
Definitive Proxy Statement financial
"executive benefits disclosed in the Company’s Definitive Proxy Statement, filed with the SEC on March 27, 2026"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Chairman of the Board financial
"By: /s/ C. Dallas Kayser Its: Chairman of the Board"
Chairman of the board is the person who leads a company’s board of directors, setting meeting agendas, guiding discussions and ensuring the board supervises management’s strategy and risk decisions. Investors care because the chair’s leadership and style influence how well shareholder interests are protected, how quickly strategic choices are made, and the company’s overall accountability—like a team captain shaping group performance.
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

a92019chcodivimage1a02.jpg
CITY HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 0-11733

West Virginia55-0619957
(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 classTrading
symbol(s)
Name of each exchange on which registered
Common Stock $2.50 Par ValueCHCONASDAQ 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.

(b)    Appointment of Certain Officers.

On April 29, 2026, City Holding Company (the “Company”) announced that Michael “Tim” T. Quinlan, Jr., age 57, the Company’s current Executive Vice President, Retail Banking, will assume the role of President of City National Bank of West Virginia (the “Bank”) effective as of the close of business on April 29, 2026 (the “Effective Date”). Mr. Quinlan has served as the Executive Vice President, Retail Banking for the Company and the Bank since January 2021. Concurrently, Charles “Skip” R. Hageboeck transitioned from the role of President of the Bank, and will remain the Chief Executive Officer of the Bank and the President and Chief Executive Officer of the Company. As a result of this transition, Mr. Hageboeck’s employment agreement was amended solely to reflect his title change as a result of this transition, a copy of which is filed as Exhibit 99.1 hereto. Mr. Quinlan will receive a base salary consistent with the Bank’s current executive compensation practices and receive benefits materially similar to the executive benefits disclosed in the Company’s Definitive Proxy Statement, filed with the SEC on March 27, 2026.


Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)    Exhibits

99.1
Amendment to Employment Agreement, dated April 29, 2026, by and among the Company, the Bank, and Charles “Skip” R. Hageboeck



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, 2026City Holding Company
By:/s/ David L. Bumgarner
David L. Bumgarner
Executive Vice President & Chief Financial Officer

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Exhibit 99.1

AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of April 29, 2026 (the “Effective Date”) by and amount CITY HOLDING COMPANY, a West Virginia Corporation (the “Company”), CITY NATIONAL BANK OF WEST VIRGINIA, a national banking association (“City National”) and Charles R. Hageboeck (“Employee”). The Company and City National are sometimes hereinafter collectively referred to as the “Employer.”
WHEREAS, the Employer and Employee are parties to that certain Employment Agreement dated effective as of July 25, 2007 (the “Employment Agreement”);
WHEREAS, pursuant to the Employment Agreement, among other things, Employee is employed as the President and Chief Executive Officer of City National; and
WHEREAS, the Employer and Employee desire to amend the Employment Agreement to reflect that Employee is no longer President of City National.
NOW THEREFORE, in consideration of the agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.From and after the Effective Date, and until the board of directors of City National should otherwise decide, Employee shall no longer serve as President of City National, but Employee shall continue to serve as Chief Executive Officer of City National.

2.The Employment Agreement is hereby amended by removing all references and inferences to Employee serving as President of City National.

3.Employer and Employee hereby covenant and agree to executed and deliver all instruments, documents, certificates and agreement reasonably requested by the other to carry out the intent and accomplish the purposes of this Amendment.

4.This Amendment may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

[signature page follows]




IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment to Employment Agreement as of the date first written above.

CITY HOLDING COMPANY
By:
/s/ C. Dallas Kayser
Its:
Chairman of the Board

CITY NATIONAL BANK OF WEST VIRGINIA
By:
/s/ C. Dallas Kayser
Its:
Chairman of the Board

/s/ Charles R. Hageboeck
Charles R. Hageboeck


FAQ

What leadership change did City Holding Company (CHCO) announce?

City Holding Company appointed Michael “Tim” T. Quinlan, Jr. as President of City National Bank of West Virginia, effective April 29, 2026. He moves from his role as Executive Vice President, Retail Banking, a position he has held since January 2021 for both the company and the bank.

What is Charles “Skip” Hageboeck’s new role at City Holding Company (CHCO)?

Charles “Skip” Hageboeck will no longer serve as President of City National Bank of West Virginia but remains its Chief Executive Officer. He also continues as President and Chief Executive Officer of City Holding Company, with his employment agreement amended only to reflect this title change.

How will Michael Quinlan be compensated in his new role at City Holding Company (CHCO)?

Michael Quinlan will receive a base salary consistent with City National Bank’s current executive compensation practices. He will also receive benefits that are materially similar to the executive benefits described in City Holding Company’s Definitive Proxy Statement filed with the SEC on March 27, 2026.

What changes were made to Charles Hageboeck’s employment agreement at City Holding Company (CHCO)?

Charles Hageboeck’s employment agreement, originally effective July 25, 2007, was amended to remove references to him serving as President of City National Bank. He continues as Chief Executive Officer of the bank, and the amendment is limited to updating his title in the agreement.

When does the leadership transition at City National Bank of West Virginia become effective?

The transition becomes effective as of the close of business on April 29, 2026. On that date, Michael Quinlan assumes the role of President of City National Bank of West Virginia, while Charles Hageboeck continues as the bank’s Chief Executive Officer and the company’s President and CEO.

Filing Exhibits & Attachments

5 documents