CVB FINANCIAL CORP. (NASDAQ:CVBF) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
On June21, 2018, CVB Financial Corp., a California corporation (the “Company”), held a special meeting of shareholders (the “Special Meeting”) to consider and vote upon:
(i) a proposal (the “Merger Proposal”) to approve the principal terms of the Agreement and Plan of Reorganization and Merger, dated as of February26, 2018, by and among the Company, Citizens Business Bank and Community Bank (the “Merger Agreement”) and the transactions contemplated by the Merger Agreement, including the merger of Community Bank with and into Citizens Business Bank (the “Merger”), with Citizens Business Bank surviving the Merger, and the issuance of the Company’s common stock to Community Bank shareholders in connection with the Merger; and
(ii) a proposal (the Adjournment Proposal”) to adjourn the Special Meeting to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the Merger Proposal.
As of May3, 2018, the record date for the Special Meeting, there were 110,262,742 shares of the Company’s common stock outstanding and eligible to vote. 83,107,403 shares were present and counted toward a quorum at the Special Meeting. 83,107,403 shares (or 75.37% of the shares outstanding) were voted.
The Company’s shareholders approved the Merger Proposal, which required the affirmative vote of holders of at least a majority of the shares of the Company’s common stock outstanding on the record date.
The voting results for the Merger Proposal, including the votes for and against, and any abstentions or broker non-votes, are as follows.
|
Aggregate Votes |
|||
|
FOR |
AGAINST |
ABSTENTIONS* |
BROKER NON-VOTES* |
|
82,607,430 |
200,037 | 299,936 |
* Abstentions were included in determining the number of shares present at the Special Meeting for the purpose of determining the presence of a quorum. Since none of the proposals to be voted on at the Special Meeting were routine matters for which brokers may have discretionary authority to vote, broker non-votes were not counted as represented for purposes of establishing a quorum at the Special Meeting.
As sufficient votes were cast in favor of the Merger Proposal, the Adjournment Proposal was not acted upon at the Special Meeting.
Item 5.07 Other Events.
On June21, 2018, the Company and Community issued a joint press release announcing that the shareholders of both companies have approved the previously announced merger of Community Bank with and into Citizens Business Bank at their respective special shareholder meetings held on June21, 2018.
A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference.
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Item 5.07 Financial Statements and Exhibits.
(d) Exhibits
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CVB FINANCIAL CORP ExhibitEX-99.1 2 d619198dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Press Release For Immediate Release CVB Financial Corp. Christopher D. Myers President and Chief Executive Officer (909) 980-4030 Community Bank David R. Misch Chief Executive Officer (800) 788-9999 Merger Approved by Shareholders of CVB Financial Corp. and Shareholders of Community Bank Ontario,…To view the full exhibit click here
About CVB FINANCIAL CORP. (NASDAQ:CVBF)
CVB Financial Corp. is the bank holding company for Citizens Business Bank (the Bank). The Bank’s segments include Business Financial and Commercial Banking Centers (Centers), Treasury and Others. The Company’s all administrative and other smaller operating departments are combined into the Other segment. Its remaining operating segments, which include construction lending, dairy and livestock, and agribusiness lending, leasing, CitizensTrust and centralized functions, form part of the Other segment. The Treasury Department’s primary focus is managing the Bank’s investments, liquidity and interest rate risk. The Bank operates approximately 40 Business Financial Centers, eight Commercial Banking Centers, and three trust offices. Its trust offices are located in Ontario, Newport Beach and Pasadena. These offices serve as sales offices for the Bank’s wealth management, trust and investment products. The Company also offers specialized services designed for commercial customers.