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)
February
24, 2010
CITY
HOLDING COMPANY
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-11733
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West
Virginia
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55-0619957
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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25
Gatewater Road, Cross Lanes, WV 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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
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Section
5 – Corporate Governance and Management
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the regularly scheduled meeting of
the Board of Directors of the Company held on February 24, 2010, the Company’s
Bylaws were amended with respect to when a director must retire from the
Board. Previously, a director could be nominated for a three-year
term if the director would attain the age of 70 prior to the next annual
meeting. After the amendment, a director must retire as of the date
of the annual meeting of shareholders following the attainment of age 75 by the
director. The amendment, which is effective upon adoption by the Board of
Directors on February 24, 2010, is attached hereto as Exhibit (3)(ii) and
incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits
(3)(ii) City
Holding Company Bylaws
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.
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Dated:
March
1, 2009
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City
Holding Company
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By:
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/s/
David L. Bumgarner
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David
L. Bumgarner
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Chief
Financial Officer
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