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 15, 2024 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 15, 2024, CVB Financial Corp. (the “Company”) held its 2024 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 2025 Annual Meeting of Shareholders or until their successors are elected and qualified:   Nominee   Votes For   Votes Withheld   Broker Non-Votes George A. Borba, Jr.   99,630,135   2,519,222   20,275,360 David A. Brager   99,432,576   2,716,781   20,275,360 Stephen A. Del Guercio   99,012,879   3,136,478   20,275,360 Anna Kan   101,609,480   539,877   20,275,360 Jane Olvera Majors   101,565,129   584,228   20,275,360 Raymond V. O’Brien III   99,002,740   3,146,617   20,275,360 Hal W. Oswalt   99,859,031   2,290,326   20,275,360 Kimberly Sheehy   101,615,002   534,355   20,275,360 Proposal 2 – A Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers for 2023 (“Say-On-Pay”).   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 93,720,772   8,103,508   325,077   20,275,360 Proposal 3 – Ratification of the Audit Committee’s Appointment of the Company’s Independent Registered Public Accounting Firm for 2024. The appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2024 was ratified. The voting results were as follows:   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 121,653,295   611,249   160,173   -0- 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 16, 2024           By: /s/ Richard H. Wohl         Richard H. Wohl         Executive Vice President and General Counsel