City Holding Company (CHCO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 30, 2025, to elect directors, ratify the auditor, and hold a say-on-pay vote.

• Shareholders of record as of March 17, 2025, are eligible to vote; 14,715,305 shares outstanding.

• Proxy materials and annual report are available online; voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms.

• Advisory vote to ratify Crowe LLP as independent auditor for 2025.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Shareholder proposals and nominations must be submitted by December 31, 2025, for the 2026 meeting.

Board of directors and corporate governance

• Board consists of 13 members, classified into three classes with staggered three-year terms.

• Governance and Nominating Committee nominates directors and oversees governance; all members are independent.

• Board diversity voluntarily disclosed; 2 female, 1 Hispanic/Latinx, 13 total directors.

• Codes of Business Conduct and Ethics and committee charters are available online.

• All directors attended at least 75% of meetings in 2024.