CVB FINANCIAL CORP false 0000354647 0000354647 2023-05-17 2023-05-17





Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2023




(Exact name of registrant as specified in its charter)




California   000-10140   95-3629339

(State or other jurisdiction of

incorporation or organization)



file number)


(I.R.S. employer

identification number)


701 North Haven Avenue, Ontario, California   91764
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (909) 980-4030

Not Applicable

(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 (See General Instruction A.2.):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, No Par Value   CVBF   The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.07

Submission of Matters to a Vote of Security Holders.



On May 17, 2023, CVB Financial Corp. (the “Company”) held its 2023 Annual Meeting of Shareholders.



Each of the matters submitted to the Company’s shareholders was approved by the requisite voting power required for approval of the respective proposal. The results of the voting on the matters submitted to the Company’s shareholders are as follows:

Proposal 1 – Election of Directors.

The following eight (8) individuals were elected to serve as directors of the Company for a one-year term expiring at the Company’s 2024 Annual Meeting of Shareholders or until their successors are elected and qualified:



   Votes For    Votes Withheld    Broker Non-Votes

George A. Borba, Jr.

   99,644,895    1,336,875    20,593,070

David A. Brager

   99,578,958    1,402,812    20,593,070

Stephen A. Del Guercio

   99,330,829    1,650,941    20,593,070

Anna Kan

   99,571,820    1,409,950    20,593,070

Jane Olvera Majors

   99,494,916    1,486,854    20,593,070

Raymond V. O’Brien III

   99,289,274    1,692,496    20,593,070

Hal W. Oswalt

   98,610,720    2,371,050    20,593,070

Kimberly Sheehy

   99,879,158    1,102,612    20,593,070

Proposal 2 – A Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers for 2022 (“Say-On-Pay”).


Votes For


Votes Against


Votes Abstained


Broker Non-Votes

95,060,672   5,546,660   374,438   20,593,070

Proposal 3 – A Non-binding Advisory Vote on the Frequency of the Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers.


Votes For Every

One Year


Votes For Every

Two Years


Vote For Every

Three Years







89,829,415   186,257   10,244,073   722,025   20,593,070

Proposal 4 – Ratification of the Audit Committee’s Appointment of the Company’s Independent Accountants for 2023.

The appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2023 was ratified. The voting results were as follows:


Votes For


Votes Against


Votes Abstained


Broker Non-Votes

121,048,737   397,286   128,817   0

(d)    In light of the preference indicated by its shareholders at the annual meeting to hold advisory votes for the approval of the compensation of the named executive officers (“Say-on-Pay Frequency Proposal”) annually, the Company’s Board of Directors has determined to hold future shareholder votes on the compensation of executives in its proxy materials every year until such time as the Board of Directors may decide otherwise. The next advisory Say-on-Pay Frequency vote is required to occur no later than the Company’s 2029 Annual Meeting of Shareholders.


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.






Date: May 18, 2023     By:  

/s/ Richard H. Wohl

      Richard H. Wohl
      Executive Vice President and General Counsel