City Holding Company (CHCO) Proxy filing summary

Executive summary

• Annual Meeting scheduled for April 29, 2026, with proxy materials distributed to shareholders of record as of March 16, 2026.

• Shareholders can vote by mail, telephone, or Internet, with detailed instructions provided.

• Proxy materials and annual report are available online, and householding is used to reduce duplicate mailings.

Voting matters and shareholder proposals

• Election of four Class III directors for three-year terms and one Class II director for a two-year term.

• Advisory vote to ratify Crowe LLP as independent auditor for 2026.

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

• Shareholder proposals and nominations must be submitted by specified deadlines for inclusion in future meetings.

Board of directors and corporate governance

• Board consists of 11 members, classified into three classes with staggered terms.

• Ten of eleven directors are independent per Nasdaq rules; CEO is not independent.

• Board committees include Audit, Compensation, Governance and Nominating, Executive, and Trust Committees.

• Codes of Business Conduct and Ethics apply to all directors and employees, with annual compliance attestation.

• Board leadership separates CEO and Chairman roles for enhanced oversight.