UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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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. |
(b) Retirement of Directors
On February 23, 2022, Kristina M. Leslie and Marshall V. Laitsch, notified CVB Financial Corp. (the “Company”) and its wholly-owned subsidiary, Citizens Business Bank (the “Bank”), that they will be retiring as members of the Company’s and the Bank’s respective Boards of Directors, and accordingly, will not stand for reelection at the Company’s annual shareholder meeting scheduled to take place on May 18, 2022, when their current terms as directors will expire. In the event the Company identifies a director to replace Ms. Leslie or Mr. Laitsch prior to the Company’s 2022 annual meeting, either Ms. Leslie or Mr. Laitsch may retire effective on the date of such appointment and prior to the 2022 annual meeting
Ms. Leslie’s and Mr. Laitsch’s individual decisions to retire and not to stand for reelection are not the result of any disagreements with the Company’s operations, policies or practices.
Ms. Leslie was appointed to the Boards in 2015 and is presently serving as Chair of the Company’s Audit Committee, as a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee, and as a member of the Bank’s Risk Management Committee.
Mr. Laitsch was appointed to the Boards in 2018 in connection with the Bank’s acquisition of Community Bank, where he had previously served as Chairman of the Board. He presently serves on the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, as Chair of the Bank’s Credit Committee, and as a member of the Bank’s Balance Sheet Management Committee, Risk Management Committee and Trust Services Committee.
The press release announcing the foregoing retirements 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 |
Description | |
| 99.1 | Press Release dated February 24, 2022, announcing the retirements of Kristina M. Leslie and Marshall V. Laitsch as directors of the Company and the Bank. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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 25, 2022 | By: | /s/ E. Allen Nicholson | ||||
| E. Allen Nicholson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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