UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Appointment of a New Director
On February 10, 2021, CVB Financial Corp. (the “Company”) announced the appointment of Ms. Jane Olvera as a Board Member, effective as of the same date. Ms. Olvera was also named a Director of Citizens Business Bank (the “Bank”), the wholly-owned banking subsidiary of the Company. Ms. Olvera will serve on the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee of the Company. In addition, Ms. Olvera will serve on the Risk Management Committee, the Balance Sheet Management Committee and the Trust Services Committee of the Bank.
Ms. Olvera will be paid a $70,000 annual directors’ fee. It is expected that Ms. Olvera will receive her initial grant of restricted stock in her capacity as a director of the Company at the same time and in the same amount as the Company’s other directors receive their annual grants of restricted stock for the Company’s 2021 fiscal year. There are no transactions or agreements between Ms. Olvera and the Company or the Bank required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Ms. Olvera’s appointment, the Company and the Bank have each expanded the memberships of their respective Boards of Directors from nine to ten directors, which in each case is within the ranges set forth in the Company’s and the Bank’s respective By-laws. This expansion will help each of the Boards enhance its director skill set mix, geographic representation and diversity.
The press release announcing Ms. Olvera’s appointment is attached as Exhibit No. 99.1 to this Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: February 11, 2021 | By: | /s/ E. Allen Nicholson |
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| E. Allen Nicholson | ||||||||
| Executive Vice President and Chief Financial Officer |
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