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8-KThe WireRoutine

Shareholder Vote

Filed May 23, 2025 · 1y ago · Accession 0000950170-25-076778

Plain English

Material event — a significant development the company must disclose promptly.

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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
Filing details
Ticker
CVBF
CIK
354647
Form type
8-K
Filing date
May 23, 2025
Report date
May 21, 2025
Document
cvbf-20250521.htm
Size
169 KB