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    CVB Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/23/25 1:47:44 PM ET
    $CVBF
    Major Banks
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    Get the next $CVBF alert in real time by email
    8-K
    false000035464700003546472025-05-212025-05-21

     

    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): May 21, 2025

     

     

    CVB Financial Corp.

    (Exact name of Registrant as Specified in Its Charter)

     

     

    California

    000-10140

    95-3629339

    (State or Other Jurisdiction
    of Incorporation)

    (Commission File Number)

    (IRS Employer
    Identification No.)

     

     

     

     

     

    701 N HAVEN AVE

    STE 350

     

    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:

    ☐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

     

    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.

    (a)
    On May 21, 2025, CVB Financial Corp. (the “Company”) held its 2025 Annual Meeting of Shareholders.
    (b)
    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 2026 Annual Meeting of Shareholders or until their successors are elected and qualified:

    Nominee

    Votes For

    Votes Withheld

    Broker Non-Votes

    George A. Borba, Jr.

    102,597,890

    2,066,843

    18,368,766

    David A. Brager

    103,213,871

    1,450,862

    18,368,766

    Stephen A. Del Guercio

    102,065,608

    2,599,125

    18,368,766

    Anna Kan

    104,321,606

    343,127

    18,368,766

    Jane Olvera Majors

    104,251,285

    413,448

    18,368,766

    Raymond V. O’Brien III

    102,069,917

    2,594,816

    18,368,766

    Hal W. Oswalt

    102,277,902

    2,386,831

    18,368,766

    Kimberly Sheehy

    104,302,696

    362,037

    18,368,766

    Proposal 2 – A Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers for 2024 (“Say-On-Pay”).

    Votes For

    Votes Against

    Votes Abstained

    Broker Non-Votes

    99,117,640

    4,796,892

    750,201

    18,368,766

     

    Proposal 3 – Ratification of the Audit Committee’s Appointment of the Company’s Independent Registered Public Accounting Firm for 2025.

    The appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2025 was ratified. The voting results were as follows:

    Votes For

    Votes Against

    Votes Abstained

    Broker Non-Votes

    122,004,851

    929,035

    99,613

    N/A

     


    SIGNATURES

    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.

     

     

     

    CVB Financial Corp.

     

     

     

     

    Date:

    May 23, 2025

    By:

    /s/ Richard H. Wohl

     

     

     

    Richard H. Wohl
    Executive Vice President and General Counsel

     


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