Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 23, 2018, CVB Financial Corp. (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the CVB Financial Corp. 2018 Equity Incentive Plan. The 2018 Equity Incentive Plan replaces the Company’s 2008 Equity Incentive Plan which expired on April 11, 2018. The 2018 Equity Incentive Plan reserves for issuance up to 9 million shares of the Company’s common stock for eligible participants, which include all of the Company’s employees, officers, and directors. The material terms of the 2018 Equity Incentive Plan are summarized in “Proposal 4: Approval of 2018 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2018, which is incorporated by reference herein. That summary and the foregoing description are qualified in their entirety by reference to the full text of the 2018 Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Forms of the Stock Option Agreement, Restricted Stock Agreement and Restricted Stock Unit Agreement which may be used for grants under the 2018 Equity Incentive Plan are filed hereto as Exhibits 10.2, 10.3 and 10.4 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | On May 23, 2018 the Company held its Annual Meeting. |
| (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 eight individuals were elected to serve as directors of the Company for a one year term expiring at the 2019 Annual Meeting of Shareholders or until their successors are elected and qualified:
| | | | | | |
Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
George A. Borba, Jr. | | 81,051,786 | | 126,072 | | 20,505,045 |
Stephen A. Del Guercio | | 81,034,220 | | 143,638 | | 20,505,045 |
Rodrigo Guerra, Jr. | | 81,045,783 | | 132,075 | | 20,505,045 |
Anna Kan | | 80,674,768 | | 503,090 | | 20,505,045 |
Kristina M. Leslie | | 81,032,536 | | 145,322 | | 20,505,045 |
Christopher D. Myers | | 81,035,200 | | 142,658 | | 20,505,045 |
Raymond V. O’Brien III | | 81,018,834 | | 159,024 | | 20,505,045 |
Hal W. Oswalt | | 81,018,861 | | 158,997 | | 20,505,045 |
Proposal 2 – Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2018
The appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2018 was ratified. The voting results were as follows:
| | | | | | |
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
100,978,901 | | 558,172 | | 145,830 | | 0 |
