New director joins City Holding (NASDAQ: CHCO) board after 2026 vote
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
City Holding Company reported results from its 2026 Annual Meeting of Shareholders and changes to its board. Shareholders elected B. Scott Raynes as a Class II director for a two-year term, increasing the Company’s board size from 11 to 12 directors.
The meeting also approved, on a non-binding advisory basis, the compensation of named executive officers and ratified the appointment of Crowe LLP as independent registered public accounting firm for 2026. As of March 16, 2026, there were 14,366,784 issued and outstanding shares of common stock, excluding treasury shares. City Holding Company is a $6.8 billion bank holding company, and its subsidiary City National Bank operates 96 branches across four states.
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
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 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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Total assets: $6.8 billion
Branches: 96 branches
Shares outstanding: 14,366,784 shares
+2 more
5 metrics
Total assets
$6.8 billion
City Holding Company size as stated in release
Branches
96 branches
City National Bank locations across WV, KY, VA and OH
Shares outstanding
14,366,784 shares
Issued and outstanding common stock as of March 16, 2026
Treasury shares
4,694,764 shares
Common stock held as treasury stock, not voted
Board size after election
12 directors
Number of City Holding Company directors after adding Raynes
Key Terms
non-binding advisory basis, independent registered public accounting firm, treasury stock, Annual Meeting of Shareholders, +1 more
5 terms
non-binding advisory basis financial
"The Company’s shareholders ratified, on a non-binding advisory basis, the appointment of Crowe LLP"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2026"
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.
treasury stock financial
"exclusive of 4,694,764 shares held as treasury stock which were not voted"
Treasury stock is shares that a company has bought back from the public and kept in its own control rather than retiring them. Think of it like a company holding its own tickets in a drawer: those shares no longer vote or receive dividends while held, but the company can reissue or retire them later; this reduces the number of shares available to outside investors and can boost per‑share earnings and influence ownership and stock price.
Class II director financial
"elected B. Scott Raynes to its Board of Directors as a Class II director"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
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
(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 | ||||||||||||
| 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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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.
(c) Election of Directors
On April 29, 2026, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing election of B. Scott Raynes to its Board of Directors (“Board”) at the 2026 Annual Meeting of Shareholders.
There is no arrangement or understanding with any person pursuant to which Mr. Raynes was elected as a member of the Board. Compensatory arrangements for Mr. Raynes will be consistent with the previously disclosed standard arrangements for non-employee directors of the Company, as described on page 14 of the Company’s proxy statement for its 2026 Annual Meeting of Shareholders filed with the Commission on March 27, 2026, which disclosure is incorporated herein by reference.
City National Bank of West Virginia, a Company affiliate, also elected Mr. Parsons to its Board of Directors effective April 29, 2026.
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 29, 2026, City Holding Company (the “Company”) held its 2026 Annual Meeting of Shareholders (“2026 Annual Meeting”) in Cross Lanes, WV. The Company’s Board of Directors fixed the close of business on March 16, 2026, as the record date for the determination of shareholders entitled to notice and vote at the 2026 Annual Meeting. As of March 16, 2026, there were 14,366,784 issued and outstanding shares of Common Stock (exclusive of 4,694,764 shares held as treasury stock which were not voted). A total of XXXXXXXXXXX shares of common stock were voted in person or by proxy, representing XXXX% percent of the shares entitled to be voted. Following are the final voting results on the matters considered and voted upon at the 2026 Annual Meeting, all of which are described in the Proxy Statement for the 2026 Annual Meeting.
Proposal 1—Election of Directors.
The Company’s shareholders elected four nominees to serve as Class III Directors each for a three-year term expiring at the 2029 Annual Meeting of Shareholders and one nominee to serve as a Class II Director for a two-year term expiring at the 2028 Annual Meeting of Shareholders.
Class | For | Against | Abstain | Broker Non-Vote | |||||||||||||
Robert D. Fisher | III | ||||||||||||||||
Charles R. Hageboeck | III | ||||||||||||||||
James M. Parsons | III | ||||||||||||||||
Javier A. Reyes | III | ||||||||||||||||
B. Scott Raynes | II | ||||||||||||||||
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Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm.
The Company’s shareholders ratified, on an advisory basis, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2026.
For | Against | Abstain | Broker Non-Vote | ||||||||
Proposal 3—Non-Binding Advisory Vote to Approve Executive Compensation.
The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers disclosed in the Proxy Statement for the 2026 Annual Meeting.
For | Against | Abstain | Broker Non-Vote | ||||||||
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 | News Release issued April 29, 2026 – City Holding Company Elects B. Scott Raynes to Board of Directors | ||||
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, 2026 | City Holding Company | ||||
| By: | /s/ David L. Bumgarner | ||||
| David L. Bumgarner | |||||
| Executive Vice President & Chief Financial Officer | |||||
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Exhibit 99.1
| NEWS RELEASE | ||
For Immediate Release
April 29, 2026
For Further Information Contact:
Charles R. Hageboeck, Chief Executive Officer and President
(304) 769-1102
City Holding Company Shareholders Elect B. Scott Raynes to Board of Directors
Charleston, West Virginia – The shareholders of City Holding Company, the “Company” (NASDAQ: CHCO), have elected B. Scott Raynes to its Board of Directors as a Class II director to serve for a term of two-years at its Annual Meeting of Shareholders held on April 29, 2026. This increases the number of directors of the Company from 11 to 12.
Raynes received a Bachelor of Arts degree from West Virginia Institute of Technology, a Master’s Degree in Higher Education and Counseling from Morehead State University, and an MBA with a Healthcare specialization from West Virginia University.
Raynes is currently President and CEO of Marshall Health Network, which includes three hospitals and a large physician group affiliated with the Marshall University Joan C. Edwards School of Medicine.
Prior to returning to West Virginia, Raynes served as President and CEO of Southeast Georgia Health System in Brunswick/St. Simons Island, Georgia (January 2022–February 2025). He previously served as President of Baptist Hospitals, Inc. in Pensacola, Florida (August 2013–December 2022), and as President and CEO of NorthCrest Medical Center/NorthCrest Health System in Springfield, Tennessee (February 2005–August 2013).
Earlier in his career, Raynes was President and CEO of Preston Memorial Hospital in Kingwood, West Virginia (2002–2005); Regional Vice President and CEO of HealthSouth Corporation in Huntington, West Virginia (1999–2002); and Chief Operating Officer of Montgomery General Health System in Montgomery, West Virginia (1996–1999).
Raynes currently serves as a member of the Board of Directors for the WV Chamber of Commerce, a board member of the Huntington Area Development Corp., and a board member of the Mason County Development Authority.
“We are thrilled to have Scott Raynes join our Board of Directors,” said Dallas Kayser, Chairman of the Board of City Holding Company. “He has extensive leadership experience in large organizations similar to City National Bank, a strong West Virginia pedigree, and runs one of the largest employers in the Huntington MSA which is City’s largest single customer base. We believe Scott’s background will complement the expertise of City’s current Board.”
City Holding Company is a $6.8 billion bank holding Company headquartered in Charleston, WV. City Holding Company is the parent company of City National Bank of West Virginia. City National operates 96 branches across West Virginia, Kentucky, Virginia and Ohio.
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FAQ
Who is B. Scott Raynes, the new City Holding Company (CHCO) director?
B. Scott Raynes is President and CEO of Marshall Health Network, overseeing three hospitals and a large physician group. He holds multiple advanced degrees and has led several health systems, bringing extensive leadership experience in large organizations to City Holding Company’s board.
How did the board size of City Holding Company (CHCO) change?
With the election of B. Scott Raynes as a Class II director, the number of City Holding Company directors increased from 11 to 12. This expansion adds additional expertise and perspective to the board while maintaining the existing classified board structure and staggered terms.
How large is City Holding Company (CHCO) and where does it operate?
City Holding Company is a $6.8 billion bank holding company headquartered in Charleston, West Virginia. Its subsidiary, City National Bank of West Virginia, operates 96 branches across West Virginia, Kentucky, Virginia, and Ohio, serving customers across these regional markets.