DEF 14A

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

DEF 14A 1 d92148ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under Rule 14a-12

CVB FINANCIAL CORP.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):


☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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CVB Financial Corp. Notice of 2021 Annual Meeting of shareholders and proxy statement

CVB FINANCIAL CORP.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD WEDNESDAY, MAY 19, 2021

To Our Shareholders:

The 2021 annual meeting of shareholders of CVB Financial Corp. will be held at 8:00 a.m. local time at CVB Financial Corp.’s Corporate Headquarters, 701 North Haven Avenue, Ontario, CA 91764, on Wednesday, May 19, 2021.

We intend to hold our annual meeting in person consistent with the requirements of the California Corporations Code. However, as part of our precautions regarding the COVID-19 pandemic, we are planning to provide interested shareholders, members of our Board of Directors and our team members with the opportunity to listen to our annual meeting by remotely dialing into an audio conference call, which will broadcast the proceedings concurrently and allow for questions and answers. There will be no food or refreshments provided at this meeting.

The live audio call will be held concurrent with our annual meeting (8:00 a.m. PDT on May 19, 2021). To join our conference call facility, please dial 1 (833) 301-1161, passcode 5992194. Questions will be permitted when prompted by the moderator. A taped replay will be made available approximately one hour after the conclusion of the call and will remain available until 6:00 am PDT on May 26, 2021. To access the replay, please dial 1 (855) 859-2056, passcode 5992194.

Please note that, consistent with our practice in prior years and in accordance with California law, in order to cast your votes on any matters to be considered at our annual meeting or otherwise to be present for purposes of California law, please either (i) vote in advance by internet, telephone or return of your proxy card or (ii) vote in person by attending the annual meeting at its designated location. Participation by audio conference call will not constitute attendance for legal purposes. We will not have the ability to accept or change any shareholder votes on the annual meeting audio call.

At our meeting, we will ask you to act on the following matters:

Election of Directors. Elect ten persons to the Board of Directors to serve a term of one year and until their successors are elected and qualified. The following ten persons are our nominees:


George A. Borba, Jr.		Marshall V. Laitsch
David A. Brager		Kristina M. Leslie
Stephen A. Del Guercio		Raymond V. O’Brien III
Rodrigo Guerra, Jr.		Jane Olvera
Anna Kan		Hal W. Oswalt

Additional information regarding procedures for shareholders recommending nominees for directors is set forth below under the heading “Consideration of Shareholder Proposals and Director Nominees.”

Ratification of Appointment of Independent Registered Public Accountants. Ratify the appointment of KPMG LLP as our independent registered public accountants for 2021.

Advisory Compensation Vote. To approve, on an advisory (non-binding) basis, the compensation of our named executive officers for 2020 (“Say-On-Pay”).

Other Business. Transact any other business that properly comes before the meeting.

If you were a shareholder of record at the close of business on March 29, 2021, you may vote at the annual meeting or at any postponement or adjournment of the meeting.

Important Notice Regarding the Availability of Proxy Materials

for the 2021 Annual Meeting of Shareholders:

This Proxy Statement, our 2020 Annual Report and our Annual Report on Form 10-K for the fiscal year 2020 are available on the Internet at: http://www.cbbank.com/annualmaterials.

IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO PLEASE VOTE BY INTERNET OR TELEPHONE, OR TO SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY THEN WITHDRAW YOUR PROXY AND VOTE IN PERSON.

IF YOU RECEIVED A PAPER COPY OF THIS PROXY STATEMENT AND A PROXY CARD, PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING OVER THE INTERNET OR BY TELEPHONE.

CVB FINANCIAL CORP.

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			2

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			3

Board Composition			3

Director Tenure, Age and Diversity			3

Board Diversity			3

Board Diversity Matrix			4

Board Selection Process			5

Director Stock Ownership			6

Board and Executive Leadership Structure and Risk Oversight			6

Consideration of Shareholder Proposals and Director Nominees			8

Executive Sessions			9

Attendance at Annual Meetings			9

Communications with the Board of Directors			9

Executive Officers			9

DISCUSSION OF PROPOSALS RECOMMENDED BY THE BOARD			11

PROPOSAL 1: ELECTION OF DIRECTORS			11

The Nominees			11

Director Independence			17

The Board of Directors and Committees			17

Number of Meetings Attended			17

Audit Committee			17

Audit Committee Report			18

Nominating and Corporate Governance Committee			19

Compensation Committee			19

Role of our Compensation Consultants			20

COMPENSATION DISCUSSION AND ANALYSIS – GENERAL INFORMATION			21

Overview of Our Financial and Operational Performance			21

2020 Compensation Program Overview			24

Philosophy and Objectives of Our Executive Compensation Program			26

Summary of Components of Compensation			27

Methodologies for Establishing Compensation			29

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Peer Group Considerations and the Compensation Consultant			30

Consideration of 2020 Say-On-Pay Results			32

Compensation Arrangements with our New Chief Executive Officer			34

Compensation Arrangements with our Retired Chief Executive Officer			36

Mr. Myers’ 2018 Employment Agreement, as amended by the 2019 Employment Agreement Amendment			36

Mr. Myers’ Retirement and Consulting Agreement			37

DISCUSSION OF 2020 NAMED EXECUTIVE OFFICERS’ COMPENSATION PROGRAM			38

Base Salary			38

Annual Performance Incentive Compensation and Supplemental Discretionary Bonus			39

2020 TABLE OF PERFORMANCE MEASURES AND THE PERCENTAGE OF BASE SALARY THAT EACH MEASURE IS OF A NAMED EXECUTIVE OFFICER’S INCENTIVE AWARD OPPORTUNITY			41

2020 TABLE OF PERFORMANCE MEASURES AND PAYOUT LEVELS FOR NAMED EXECUTIVE OFFICER INCENTIVE AWARDS			43

2020 TABLE OF PAYOUT LEVELS FOR EACH NAMED EXECUTIVE OFFICER BY PERFORMANCE MEASURE			44

Equity-Based Compensation			48

Policy on Pledging and Hedging of Company Equity Securities by Directors, Officers and Employees			51

Retirement Plans			51

Deferred Compensation Programs			52

Health and Welfare Benefits			52

Change in Control Agreements and Severance Arrangements			52

Tax Deductibility and Executive Compensation			53

Discussion of Compensation Policies and Practices Related to Risk Management			54

COMPENSATION COMMITTEE REPORT			55

SUMMARY OF COMPENSATION TABLE			56

GRANTS OF PLAN-BASED AWARDS IN 2020			59

Discussion of Summary Compensation and Grants of Plan-Based Awards Tables			61

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			64

OPTION EXERCISES AND STOCK VESTED			65

EQUITY COMPENSATION PLAN INFORMATION			65

DEFERRED COMPENSATION			65

NONQUALIFIED DEFERRED COMPENSATION			67

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AT DECEMBER 31, 2020			67

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT			70

PAY RATIO DISCLOSURE			71

DIRECTOR COMPENSATION			72

OUTSIDE DIRECTOR COMPENSATION IN 2020			73

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			74

Certain Relationships and Related Transactions			74

Policies and Procedures for Approving Related Persons Transactions			74

STOCK OWNERSHIP			76

Who Are the Largest Owners of CVB Financial Corp.’s Stock?			76

How Much Stock Do CVB Financial Corp.’s Directors and Executive Officers Own?			78

Delinquent Section 16(a) Reports			79

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			80

Principal Auditor’s Fees			80

PROPOSAL 3: ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICERS’ COMPENSATION			81

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

By Order of the Board of Directors

Myrna L. Di Santo

Dated: April 7, 2021

Vice President, Corporate Secretary

SEC Form DEF 14A filed by CVB Financial Corporation