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Section 1: 8-K (8-K)

8-K
CVB FINANCIAL CORP false 0000354647 0000354647 2020-05-20 2020-05-20

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 20, 2020

CVB FINANCIAL CORP.

(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

 

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 20, 2020, CVB Financial Corp. (the “Company”) held its 2020 Annual Meeting of Shareholders.

(b) 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 nine individuals were elected to serve as directors of the Company for a one year term expiring at the 2021 Annual Meeting of Shareholders or until their successors are elected and qualified:

Nominee

 

Votes For

   

Votes Withheld

   

Broker Non-Votes

 

George A. Borba, Jr.

   

96,199,359

     

2,068,557

     

23,941,930

 

David A. Brager

   

98,140,798

     

127,118

     

23,941,930

 

Stephen A. Del Guercio

   

96,054,571

     

2,213,345

     

23,941,930

 

Rodrigo Guerra, Jr.

   

96,284,272

     

1,983,644

     

23,941,930

 

Anna Kan

   

96,262,754

     

2,005,162

     

23,941,930

 

Marshall V. Laitsch

   

96,222,248

     

2,045,668

     

23,941,930

 

Kristina M. Leslie

   

96,033,162

     

2,234,754

     

23,941,930

 

Raymond V. O’Brien III

   

94,901,971

     

3,365,945

     

23,941,930

 

Hal W. Oswalt

   

96,255,064

     

2,012,852

     

23,941,930

 

Proposal 2 – Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2020

The appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2020 was ratified. The voting results were as follows:

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

121,151,102

 

894,894

 

163,850

 

0

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

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

55,892,167

 

42,012,778

 

362,971

 

23,941,930


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.

(Registrant)

         

Date: May 21, 2020

     

        By: /s/ E. Allen Nicholson    

     

        E. Allen Nicholson

     

        Executive Vice President and Chief

        Financial Officer

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