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): January 22, 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. below):
| ☐ | 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 3.03 | Material Modification to Rights of Security Holders |
The information set forth below in Item 5.03 is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 22, 2020, the Board of Directors of CVB Financial Corp. (“CVB”) approved an amendment and restatement of the CVB Bylaws. In addition to incorporating changes made by previously approved prior amendments into one cohesive document and other minor changes, the Board amended (i) the advance notice provisions for nominations of directors and shareholder proposals to provide that notice must be provided not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth day (120th) day prior to the first anniversary of the preceding year’s annual meeting, and setting forth the requisite conditions for nominations and notices to be in proper form (Section 2.11) and (ii) various provisions of the Bylaws to clarify that CVB may have both a Chief Executive Officer and a President, in its discretion, and clarifying the roles associated with each such position. The prior advance notice provisions relating to nomination of directors required nominations to be made no more than sixty (60) days prior to any meeting of shareholders.
The foregoing description is qualified in its entirety to the terms of the Amended and Restated Bylaws which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
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: January 23, 2020 | | | | By: | | /s/ E. Allen Nicholson |
| | | | | | E. Allen Nicholson |
| | | | | | Executive Vice President and Chief Financial Officer |
