Shareholder Vote

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 17, 2023     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.):   ☐ 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 17, 2023, CVB Financial Corp. (the “Company”) held its 2023 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 2024 Annual Meeting of Shareholders or until their successors are elected and qualified:   Nominee    Votes For    Votes Withheld    Broker Non-Votes George A. Borba, Jr.    99,644,895    1,336,875    20,593,070 David A. Brager    99,578,958    1,402,812    20,593,070 Stephen A. Del Guercio    99,330,829    1,650,941    20,593,070 Anna Kan    99,571,820    1,409,950    20,593,070 Jane Olvera Majors    99,494,916    1,486,854    20,593,070 Raymond V. O’Brien III    99,289,274    1,692,496    20,593,070 Hal W. Oswalt    98,610,720    2,371,050    20,593,070 Kimberly Sheehy    99,879,158    1,102,612    20,593,070 Proposal 2 – A Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers for 2022 (“Say-On-Pay”).   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 95,060,672   5,546,660   374,438   20,593,070 Proposal 3 – A Non-binding Advisory Vote on the Frequency of the Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers.   Votes For Every One Year   Votes For Every Two Years   Vote For Every Three Years   Votes Abstained   Broker Non-Votes 89,829,415   186,257   10,244,073   722,025   20,593,070 Proposal 4 – Ratification of the Audit Committee’s Appointment of the Company’s Independent Accountants for 2023. The appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2023 was ratified. The voting results were as follows:   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 121,048,737   397,286   128,817   0 (d)    In light of the preference indicated by its shareholders at the annual meeting to hold advisory votes for the approval of the compensation of the named executive officers (“Say-on-Pay Frequency Proposal”) annually, the Company’s Board of Directors has determined to hold future shareholder votes on the compensation of executives in its proxy materials every year until such time as the Board of Directors may decide otherwise. The next advisory Say-on-Pay Frequency vote is required to occur no later than the Company’s 2029 Annual Meeting of Shareholders. 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: May 18, 2023     By:   /s/ Richard H. Wohl       Richard H. Wohl       Executive Vice President and General Counsel