CVB FINANCIAL CORP false 0000354647 0000354647 2021-05-19 2021-05-19



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 19, 2021


(Exact name of registrant as specified in its charter)


California   000-10140   95-3629339

(State or other jurisdiction of

incorporation or organization)

  (Commission 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



Trading Symbol(s)



Name of each exchange on which registered


Common Stock, No Par Value






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 19, 2021, CVB Financial Corp. (the “Company”) held its 2021 Annual Meeting of Shareholders.



Each of the matters submitted to the 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 shareholders are as follows:

Proposal 1 – Election of Directors

The following 10 individuals were elected to serve as directors of the Company for a one year term expiring at the 2022 Annual Meeting of Shareholders or until their successors are elected and qualified:




Votes For


Votes Withheld


Broker Non-Votes

George A. Borba, Jr.

  101,531,850   1,337,169   20,333,497

David A. Brager

  102,766,576   102,443   20,333,497

Stephen A. Del Guercio

  101,644,987   1,224,032   20,333,497

Rodrigo Guerra, Jr.

  101,637,572   1,231,447   20,333,497

Anna Kan

  101,646,878   1,222,141   20,333,497

Marshall V. Laitsch

  101,395,174   1,473,845   20,333,497

Kristina M. Leslie

  101,381,839   1,487,180   20,333,497

Raymond V. O’Brien III

  101,344,720   1,524,299   20,333,497

Jane Olvera

  101,850,007   1,019,012   20,333,497

Hal W. Oswalt



  1,891,825   20,333,497

Proposal 2 – Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2021

The appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2021 was ratified. The voting results were as follows:


Votes For


Votes Against




Broker Non-Votes

122,510,230   488,331       203,955   0                

Proposal 3 – A Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers for 2020 (“Say-On-Pay”).


Votes For


Votes Against




Broker Non-Votes

93,000,613   4,148,177              5,720,229   20,333,497         


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 20, 2021     By: /s/ Richard H. Wohl        
    Richard H. Wohl

Executive Vice President and General