City Holding Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four Class III directors to three-year terms and one Class II director to a two-year term.

2. 2

   Ratify Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify, on an advisory basis, the Audit Committee and Board’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2026.

3. 3

   Advisory (Non-binding) Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy (say-on-pay).

   More detail

   This advisory proposal requests that shareholders approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy materials. Management is asking for this advisory vote to provide shareholders with a periodic signal of support (or lack of support) for its pay practices and to comply with the Dodd-Frank mandated say-on-pay requirement. The Company’s compensation program balances short-term cash incentives tied primarily to relative ROATCE with long-term equity incentives (RSUs and PSUs) whose payouts depend on three‑year ROA performance and relative total shareholder return versus a peer group, which limits short-term risk-taking and aligns management with long-term shareholder value. The Compensation Committee retained an independent consultant, McLagan, to benchmark pay and advise on program design; the committee also maintains stock ownership guidelines, clawback policies, and other governance safeguards to mitigate excessive risk. Contextually, City delivered strong financial results in 2025 (notably ROATCE of 21.2% and net income of $130.5 million), and shareholders previously approved say-on-pay with 94.8% support in 2025, which management cites as evidence of shareholder endorsement. The vote is non-binding, so while the Board and Compensation Committee will consider the outcome when making future decisions, they retain discretion over pay design and awards. Management recommends a vote FOR because it views the program as appropriately aligned with performance, risk-managed through multi-year metrics and vesting, and supported by independent oversight. Given the company-specific features (banking regulatory sensitivity, capital and asset-quality triggers in incentive plans, and peer-relative PSU metrics), the proposal is best evaluated in the context of City’s historical pay outcomes, recent financial outperformance, and the Board’s ongoing oversight of compensation and risk controls.

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When is the City Holding Co 2026 annual meeting?

City Holding Co (CHCO) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.

What is the record date for the City Holding Co 2026 meeting?

The record date for the City Holding Co 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for City Holding Co's 2026 meeting?

The board is presenting 5 director nominees at the City Holding Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the City Holding Co 2026 meeting?

Shareholders will vote on 3 proposals at the City Holding Co 2026 meeting, each tagged with who proposed it and the board's recommendation.