Form 8-K
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): November 18, 2009
CVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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California |
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0-10140 |
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95-3629339 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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701 North Haven Avenue,
Ontario, California
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91764 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (909) 980-4030
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Not Applicable
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(Former name or former address if changed since last report.) |
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02(e) Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2009, the Board of Directors of CVB Financial Corp. (the Company) amended
Sections 5.4 and 6.2 of the Companys 2008 Equity Incentive Plan (the Plan) to permit the
Administrator of the Plan to accelerate the vesting of stock options and to reduce the period of
restriction on restricted stock to less than 3 years in the event the continuous service of an
employee or consultant terminates due to retirement. A copy of the amendment to the Plan is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Amendment No. 2 to CVB Financial Corp. 2008 Equity Incentive Plan. |
SIGNATURE
Pursuant to the requirements of the Securities 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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DATE: November 23, 2009 |
CVB FINANCIAL CORP.
(Registrant)
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By: |
/s/ Edward J. Biebrich, Jr.
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Name: |
Edward J. Biebrich, Jr. |
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Title: |
Executive Vice
President and Chief
Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
10.1
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Amendment No. 2 to CVB Financial Corp. 2008 Equity Incentive Plan. |
Exhibit 10.1
Exhibit 10.1
CVB FINANCIAL CORP. 2008 EQUITY INCENTIVE PLAN
AMENDMENT NO. 2
THIS AMENDMENT NO. 2 (the Amendment) to the CVB Financial Corp. 2008 Equity Incentive Plan
(the Plan), adopted by CVB Financial Corp., a California corporation (the Company), is
effective as of November 18, 2009. All capitalized terms in this Amendment shall have the same
meaning as in the Plan.
Whereas, pursuant to Section 8.1 of the CVB Financial Corp. 2008 Equity Incentive
Plan (the Plan), the Board of Directors of CVB Financial Corp. (the Company) may, in its sole
discretion, amend the Plan, or any part thereof, at any time and for any reason; provided that no
such amendment alters or impairs any rights or obligations under any award previously granted to
any participant in the Plan;
Whereas, the Board of Directors deems it to be in the best interests of the Company
to amend the Plan to permit the Administrator of the Plan to accelerate the vesting of stock
options or to reduce the period of restriction on restricted stock to less than 3 years in the
event the continuous service of an employee or consultant terminates due to retirement;
Now, Therefore, Be It Hereby Resolved, that the Plan is hereby amended to add the
following language as the third sentence of Section 5.4:
Notwithstanding the foregoing sentence, the Administrator shall have the power and the
discretion to accelerate vesting to a period of less than three years in the event a Participants
Continuous Status as an Employee or Consultant terminates due to Retirement.
and the following language as the third sentence of Section 6.2:
Notwithstanding the foregoing sentence, the Administrator shall have the power and the
discretion to reduce the Period of Restriction to a period of less than three years in the event a
Participants Continuous Status as an Employee or Consultant terminates due to Retirement.
Resolved Further, that the Chief Financial Officer of the Company is hereby
authorized, empowered and directed for and on behalf of the Company prepare and execute an
amendment to the Plan and to take all such further action and to execute all such further documents
as such officer shall determine to be necessary advisable or appropriate to effect the intent of
each of the foregoing resolutions, such determination to be conclusively evidenced by the action or
actions of such officer.
Survival. Except as modified hereby, all of the provisions of the Plan remain in full force and
effect.
References. Any reference to the Plan contained in any document, instrument or agreement executed
in connection with the Agreement, shall be deemed to be a reference to the Plan as modified by this
Amendment.
IN WITNESS WHEREOF, this Amendment to the Plan is effective as of the date first above
written.
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CVB FINANCIAL CORP.
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By: |
/s/
Edward J. Biebrich, Jr. |
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Name: |
Edward J. Biebrich, Jr. |
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Title: |
Chief Financial Officer |
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