8-K

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): November 10, 2014

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

California	0-10140	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. below):

¨ 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Retirement of Chairman of the Board

On November 10, 2014, CVB Financial Corp. and its principal subsidiary, Citizens Business Bank (together, the “Company”), announced that D. Linn Wiley has decided to retire as Chairman of the Board and as a member of the Board of Directors, effective December 31, 2014. Mr. Wiley will remain Chairman for the remainder of 2014 and preside at the Board’s next two meetings, in November and December.

(d) Appointment of New Chairman

The Company also announced on November 10, 2014 that the Board of Directors has elected Raymond V. O’Brien III as Chairman of the Board. Mr. O’Brien will assume this role on January 1, 2015, immediately following the retirement of Mr. Wiley. George A. Borba, Jr., elected to the Board in 2012, will continue to serve the Company in his role as Vice-Chairman of the Board.

The press release announcing Mr. D. Linn Wiley’s retirement and the appointment of Mr. O’Brien as Chairman of the Board is attached as an exhibit to this 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated November 10, 2014, announcing the retirement of D. Linn Wiley and the appointment of Raymond V. O’Brien III as Chairman of the Board of CVB Financial Corp. and its subsidiary, Citizens Business Bank.

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)
	By:	/s/ Richard C. Thomas
Date: November 10, 2014		Richard C. Thomas
		Executive Vice President and Chief Financial Officer

Exhibit Index

99.1 Press Release dated November 10, 2014, announcing the retirement of D. Linn Wiley and the appointment of Raymond V. O’Brien III as Chairman of the Board of CVB Financial Corp. and its subsidiary, Citizens Business Bank.

EX-99.1

Exhibit 99.1

Press Release

For Immediate Release

Contact:	Christopher D. Myers
	President and CEO (909) 980-4030

Linn Wiley Announces Retirement as Chairman of CVB Financial Corp.; Raymond V. O’Brien III Appointed as Successor

Ontario, Calif. – November 10, 2014. CVB Financial Corp. (NASDAQ: CVBF) and its principal subsidiary, Citizens Business Bank (together, the “Company”), announced today that D. Linn Wiley has decided to retire as Chairman of the Board and as a member of the Board of Directors, effective December 31, 2014. Mr. Wiley will remain Chairman for the remainder of 2014 and preside at the Board’s next two meetings, in November and December.

The Company also announced that the Board of Directors has elected Raymond V. O’Brien III as Chairman of the Board. Mr. O’Brien will assume this role on January 1, 2015, immediately following the retirement of Mr. Wiley. George A. Borba, Jr., elected to the Board in 2012, will continue to serve the Company in his role as Vice-Chairman of the Board.

Mr. Wiley served as President and CEO of the Company from 1991 to 2006, as Vice-Chairman of the Board from 2006 to 2013, and as Chairman of the Board thereafter following the retirement of Ronald O. Kruse earlier this year.

“Linn Wiley has been instrumental to the growth and success of our Company for the past twenty-three years and has been a pillar of the California banking industry for five decades” stated Christopher D. Myers, the Company’s President and CEO. “We wish him well in his retirement and deeply appreciate the many years of leadership and support he has provided our organization.”

Mr. Myers continued: “We are fortunate that Ray O’Brien has agreed to assume the role of Chairman of the Board. Ray has served on our Board since 2012 and was elected Vice-Chairman earlier this year. Ray is a former banker at Chase Manhattan Bank and 1^st Business Bank and was a director of American Business Bank (OTCBB: AMBZ) for fourteen years.”

Mr. O’Brien is currently the CEO and owner of Cal Plate, Inc. based in Artesia, California, one of the largest prepress/plate manufacturers operating on the west coast. He earned his B.B.A. from the University of Notre Dame in 1979 and resides in the greater Los Angeles area.

“We expect a smooth transition between Linn and Ray and are thankful to have such a deep bench of industry and management expertise on our Board,” concluded Mr. Myers.

Corporate Overview

CVB Financial Corp. is the holding company for Citizens Business Bank. The Bank is the largest financial institution headquartered in the Inland Empire region of Southern California with assets of approximately $7.4 billion. Citizens Business Bank serves 42 cities with 40 Business Financial Centers, six Commercial Banking Centers, and three trust office locations serving the Inland Empire, Los Angeles County, Orange County, San Diego County, and the Central Valley areas of California.

Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol “CVBF.” For investor information on CVB Financial Corp., please visit our Citizens Business Bank website at www.cbbank.com and click on the “Investors” tab.