CVB FINANCIAL CORP. (NASDAQ:CVBF) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
|
Submission of Matters to a Vote of Security Holders. |
| (a) |
On May17, 2017, CVB Financial Corp. (the Company) held its 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 individuals were elected to serve as directors of
the Company for a one year term expiring at the 2018 Annual
Meeting of Shareholders:
|
Nominee |
VotesFor | %VotedFor | VotesWithheld | BrokerNon-Votes | ||||||||||||
|
George A. Borba, Jr. |
77,909,719 | 99.83 | % | 132,844 | 22,210,447 | |||||||||||
|
Stephen A. Del Guercio |
77,908,824 | 99.83 | 133,739 | 22,210,447 | ||||||||||||
|
Anna Kan |
77,902,419 | 99.82 | 140,144 | 22,210,447 | ||||||||||||
|
Kristina M. Leslie |
77,899,963 | 99.82 | 142,600 | 22,210,447 | ||||||||||||
|
Christopher D. Myers |
77,899,012 | 99.82 | 143,551 | 22,210,447 | ||||||||||||
|
Raymond V. OBrien III |
77,892,887 | 99.81 | 149,676 | 22,210,447 | ||||||||||||
|
Hal W. Oswalt |
77,890,200 | 99.80 | 152,363 | 22,210,447 |
Proposal 2 Ratification of the Audit Committees Appointment of
the Independent Accountants for 2017
The appointment of KPMG LLP to serve as the Companys independent
registered public accounting firm for 2017 was ratified. The
voting results were as follows:
| SharesVoted | %ofVoted | |||||||
|
Votes For: |
99,953,555 | 99.70 | % | |||||
|
Votes Against: |
267,006 | 0.27 | ||||||
|
Abstain: |
32,449 | 0.03 | ||||||
|
Broker Non-Votes: |
Proposal 3 A Non-binding Advisory Vote to Approve Executive
Compensation
The advisory vote on executive compensation was approved. The
voting results were as follows:
| SharesVoted | %ofVoted | |||||||
|
Votes For: |
77,109,078 | 98.81 | % | |||||
|
Votes Against: |
510,434 | 0.65 | ||||||
|
Abstain: |
423,051 | 0.54 | ||||||
|
Broker Non-Votes: |
22,210,447 |
The Board of Directors and the Compensation Committee will
consider the voting results when making future decisions
regarding the executive compensation program.
Proposal 4 A Non-binding Advisory Vote on the Frequency of
Future Advisory Votes to Approve Executive Compensation.
The Companys shareholders recommended the one-year frequency
option with respect to say-on-pay frequency on an advisory,
non-binding basis by the following votes:
| SharesVoted | %ofVoted | |||||||
|
1 Year: |
58,488,595 | 74.95 | % | |||||
|
2 Years: |
282,278 | 0.36 | ||||||
|
3 Years: |
17,796,034 | 22.80 | ||||||
|
Abstain: |
1,475,656 | 1.89 | ||||||
|
Broker Non-Votes: |
22,210,447 |
| Item7.01 | Regulation FD Disclosure. |
CVB Financial Corp. (the Company) is filing the slide
presentation with information as of March31, 2017 that its
President and Chief Executive Officer, Christopher D. Myers,
presented to shareholders at the Companys Annual Meeting of
Shareholders in Ontario, California on May17, 2017. The slide
presentation is included as Exhibit 99.1 of this report on Form
8-K to regulation FD. The information in this report (including
Exhibit 99.1) shall not be deemed to be filed for the purposes of
Section18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any
registration statement or other documents filed under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing. A copy of the slide presentation will be also available
on the Companys website at www.cbbank.com under the
Investors tab.
| Item8.01 | Other Events. |
On May17, 2017, the Companys President and Chief Executive
Officer, Christopher D. Myers, discussed the slides at the
Companys Annual Meeting of Shareholders.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 99.1 |
Copy of the slide presentation of CVB Financial Corp. as of March31, 2017 that the Companys President and Chief Executive Officer, Christopher D. Myers, presented to shareholders on May17, 2017 (furnished to Regulation FD). |
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: May18, 2017 | By: |
/s/ E. Allen Nicholson |
||||||
| E. Allen Nicholson | ||||||||
| Executive Vice President and Chief Financial Officer |
Exhibit Index
| 99.1 |
Copy of the slide presentation of CVB Financial Corp. as of March31, 2017 that the Companys President and Chief Executive Officer, Christopher D. Myers, presented to shareholders on May17, 2017 (furnished |
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. CVB FINANCIAL CORP. (NASDAQ:CVBF) Recent Trading Information
CVB FINANCIAL CORP. (NASDAQ:CVBF) closed its last trading session down -0.04 at 20.53 with 495,930 shares trading hands.