UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 20, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the California General Corporation Law (the “CGCL”), and a periodic review of the bylaws of CVB Financial Corp. (the “Company”), the Company’s board of directors (the “Board”) approved and adopted the Company’s second amended and restated bylaws (the “Second Amended and Restated Bylaws”), which became immediately effective.
Among other things, the Second Amended and Restated Bylaws:
| • | permit shareholder meetings to be conducted in-person and electronically, or solely by electronic means, subject to the applicable provisions of the CGCL; |
| • | require that a shareholder soliciting proxies from other shareholders use a proxy card color other than white; |
| • | revise the procedures and disclosure requirements in the advance notice Bylaws provision for shareholders’ nominations of director candidates, including requiring certain additional information, representations and disclosures from a nominating shareholder and proposed nominees; |
| • | address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), such as requiring that shareholders intending to use the Universal Proxy Rules deliver a notice to the Company certifying in writing that they will comply with the Universal Proxy Rules’ requirements and to confirm that they have complied with the Universal Proxy Rules, and to provide reasonable evidence that they have so complied, at least ten days before the shareholder meeting; |
| • | provide that if the election of a nominating shareholder’s nominee would cause the Company to violate the Company’s Articles of Incorporation, the Second Amended and Restated Bylaws, or any applicable law or stock exchange listing standard, then such nomination or nominations shall be disregarded; and |
| • | clarify that the information and procedural requirements for director nominations also apply to special meetings of shareholders at which directors may be elected. |
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 3.1 | Second Amended and Restated Bylaws of CVB Financial Corp. dated September 20, 2023 | |
| 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: September 21, 2023 | By: /s/ Richard Wohl | |||||
| Richard Wohl | ||||||
| Executive Vice President and General Counsel | ||||||
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