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): May 4, 2016

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.

(c) Appointment of New Chief Financial Officer

On May 4, 2016, CVB Financial Corp. and Citizens Business Bank (together, the “Company”), announced the appointment of E. Allen Nicholson to the position of Executive Vice President and Chief Financial Officer (principal financial and accounting officer) of the Company, effective June 1, 2016.

Mr. Nicholson, 49, started his career as a certified public accountant and auditor with Coopers & Lybrand LLP. Thereafter, for the next thirteen years, Mr. Nicholson served in various finance roles at Mellon Financial and its successor, BNY Mellon. He concluded his career at BNY Mellon as the Chief Financial Officer of Mellon 1^st Business Bank, which at the time had $3.5 billion in total assets, and as the Chief Financial Officer of BNY Mellon Wealth Management’s National Banking Business Line. Following the sale of Mellon 1^st Business Bank to U.S. Bank Corp. in 2008, Mr. Nicholson joined 1^st Enterprise Bank as its Chief Financial Officer. As a de novo, the bank grew to approximately $800 million in assets when Mr. Nicholson departed in late 2014 in connection with its acquisition by CU Bancorp. Mr. Nicholson most recently has served as Executive Vice President and Chief Financial Officer of Pacific Premier Bank and its holding company, Pacific Premier Bancorp Inc., which is a publicly-traded financial institution with approximately $3.5 billion in assets headquartered in Irvine, California, from June, 2015 until May, 2016. Mr. Nicholson received his bachelor’s degree in accounting from the University of Dayton and his MBA from Virginia Tech.

Mr. Nicholson’s compensation arrangements with the Company provide for: (a) a base salary of $310,000 per year; (b) a signing bonus of $75,000, which is subject to reimbursement if Mr. Nicholson leaves the Company’s employment prior to June 6, 2017; (c) the grant of stock options to purchase 15,000 shares of the Company’s common stock under the CVB Financial Corp. 2008 Equity Plan (“2008 Equity Plan”), which grant will vest in equal increments over a five-year period; (d) the grant of 15,000 restricted shares of the Company’s common stock under the 2008 Equity Plan, which grant will vest in equal increments over a three-year period; (e) eligibility for a bonus of up to 75% of his base salary, consistent with the Bank’s applicable executive incentive compensation program, based upon Mr. Nicholson’s performance and accomplishment of specified business and financial goals during each fiscal year and the overall financial performance of the Company, with a minimum guaranteed payout of $100,000 for fiscal year 2016; (f) eligibility to participate in the Company’s deferred compensation and 401(k)/profit-sharing programs; (g) eligibility to participate in the Company’s employee group benefit plans and programs on terms comparable to those of similarly situated employees; and (h) an automobile allowance of $1,000 per month.

Mr. Nicholson’s employment arrangements will also include severance compensation in the event of a change in control of the Company, if Mr. Nicholson’s employment is terminated, within one year of the occurrence of such change in control, by either the successor corporation or by Mr. Nicholson for “good reason” (as such term is defined in the Company’s severance compensation agreement). In the event of such termination, Mr. Nicholson would receive two years of his base salary and two times the average of his bonus for the prior two years. In addition, all outstanding unvested stock options or restricted stock granted to him would accelerate.

The foregoing description of Mr. Nicholson’s compensation arrangement is qualified in its entirety by to Mr. Nicholson’s employee offer letter, executed on April 30, 2016, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

A copy of the press release announcing the appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Employee Offer Letter, executed April 30, 2016, for Mr. E. Allen Nicholson.
99.1	Press Release announcing Chief Financial Officer’s Appointment.

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 5, 2016		By: /s/ Richard H. Wohl
		Richard H. Wohl
		Executive Vice President and General Counsel

EX-10.1

Exhibit 10.1

701 N Haven Avenue Ontario, CA 91764 909.980.4030 www.cbbank.com

April 26, 2016

E. Allen Nicholson

4116 Chuchill Downs Dr.

Yorba Linda, CA 92886

Dear Allen,

It is my pleasure to confirm the following offer of employment for the position of Executive Vice President and Chief Financial Officer. This position reports to Chris Myers, President and Chief Executive Officer.

Position:	Chief Financial Officer
Salary:	$310,000 per year. You will be eligible for an annual Performance Review in April of each year, beginning in 2017.
Sign On Bonus:	$75,000. In the event that you leave Citizens Business Bank prior to June 6, 2017 you will be responsible for the reimbursement of the sign on bonus to the Bank.
Car Allowance:	$1,000 per month.
Stock Options:	15,000 stock options upon Board approval (5 year vesting).
Restricted Stock:	15,000 restricted stock grant upon Board approval (3 year vesting).
Performance Compensation:	You will participate in the Performance Compensation Plan (PCP) with an annual bonus potential of up to 75% of base salary prorated for 2016. Bonus payouts are based upon annual performance measurements and are typically paid in February/March of the following year. The minimum payout for the 2016 PCP measured period will be $100,000.
Change in Control:	Two year Change in Control
Deferred Compensation:	You will be eligible to participate in the Deferred Compensation Plan. Details will be provided to you upon hire.
Start Date:	On or before June 6, 2016

Nicholson

Page 2 of 3

April 2016

Benefits:	As a full-time regular employee you will be eligible to participate in the Bank’s benefit plans. All benefits are based on your anticipated start date indicated above. You will be provided detailed information about your medical benefit options shortly before your waiting period ends.
	•    Vacation You will be eligible for twelve (12) days of vacation in 2016 and (20) days each calendar year thereafter.
	•    Welfare Plan You will be eligible to participate in the Bank’s Benefits Plan on the first day of the month following the completion of one calendar month of employment.
	•    401(k) and Profit Sharing Plan You will be eligible to participate in the CVB Financial Corporation 401(k) portion of the plan on July 1, 2016. Profit Sharing information will be provided to you.
Drug Test:	We require a pre-employment drug test. The job offer will be contingent on successfully passing the drug test. Please contact Human Resources to schedule an appointment for a pre-employment drug test. The number is (909) 483-7126.
At Will Statement:	This offer letter is not a contract of employment and shall not be construed as such. Any employment relationship is based on the mutual consent of the associate and Citizens Business Bank. Accordingly, at any time, either the associate or the Bank can terminate the employment relationship at will, with or without cause or advance notice.
Company Required Agreements:	Prior to the commencement of your employment, you will be required to execute several documents, including an agreement that your employment is “at will” as noted above, an agreement to abide by the Company’s policies and procedures (including those enumerated in the Associate Handbook), and an agreement to arbitrate specified claims or disputes.
Proprietary or Confidential Information:	We would also like to confirm that we are not hiring you to acquire any proprietary or confidential information of your prior employers and ask that you neither bring any such information with you nor disclose any such information during your employment with us. We also want to ensure that your employment with the Company does not violate any noncompetition, non-solicitation, nondisclosure, or proprietary information or other similar agreements to which you may be bound. If you are bound by such an agreement with a prior employer or anyone else, please give us a copy of that agreement so that we can ensure that your employment with CBB will not violate that agreement. By not providing us with such an agreement, you are representing that no such agreement exists and that you will not be prevented from performing any of your duties for CBB as a result of any agreement with or other contractual or statutory obligation to (including, without limitation, any noncompetition, proprietary information

Nicholson

Page 3 of 3

April 2016

or nondisclosure agreement) any prior employer or other person or entity.

Please feel free to call me if you should have any questions or require additional information. This offer will expire at 12pm (PST) on April 30, 2016. Should you accept, I ask that you sign and return one copy of this letter. In the meantime, I would be glad to discuss any aspect of this offer with you.

We are excited to have you as an important part of the Citizens Business Bank team.

Sincerely,

Christopher D. Myers

President and Chief Executive Officer

I have read and understand that any offer of employment will be contingent upon the completion of a satisfactory background check which will consist of verifying employment, education, references, social security, Department of Motor Vehicle, criminal, compliance, credit and acceptance by the bonding company.

I have read this offer and accept the terms of the position described herein.

Signature Date April 30, 2016

EX-99.1

Exhibit 99.1

Press Release For Immediate Release Contact: Christopher D. Myers President and CEO (909) 980-4030

CVB Financial Corp. Announces Hiring of E. Allen Nicholson as Chief Financial Officer

Ontario, CA, May 4, 2016 – CVB Financial Corp. (“CVBF”), the holding company for Citizens Business Bank (“CBB”), is pleased to announce that E. Allen Nicholson has been hired as the new Chief Financial Officer for CVBF and CBB (collectively, the “Company”).

Mr. Nicholson will replace Richard C. Thomas, the Company’s current Chief Financial Officer, who decided to retire from the Company, effective on July 1, 2016. Mr. Thomas’ retirement was previously disclosed by the Company in a Form 8-K dated April 27, 2016. Mr. Nicholson is expected to commence employment with the Company on June 1, 2016, so that he will have the opportunity to consult with Mr. Thomas in order to ensure a smooth transition.

Mr. Nicholson, 49, started his career as a certified public accountant and auditor with Coopers & Lybrand LLP. Thereafter, for the next thirteen years, Mr. Nicholson served in various finance roles at Mellon Financial and its successor, BNY Mellon. He concluded his career at BNY Mellon as the Chief Financial Officer of Mellon 1^st Business Bank, which at the time had $3.5 billion in total assets, and as the Chief Financial Officer of BNY Mellon Wealth Management’s National Banking Business Line. Following the sale of Mellon 1^st Business Bank to U.S. Bank Corp. in 2008, Mr. Nicholson joined 1^st Enterprise Bank as its Chief Financial Officer. As a de novo, the bank grew to approximately $800 million in assets when Mr. Nicholson departed in late 2014 in connection with its acquisition by CU Bancorp. Mr. Nicholson most recently has served as Executive Vice President and Chief Financial Officer of Pacific Premier Bank and its holding company, Pacific Premier Bancorp Inc., which is a publicly-traded financial institution with approximately $3.5 billion in assets headquartered in Irvine, California. Mr. Nicholson received his bachelor’s degree in accounting from the University of Dayton and his MBA from Virginia Tech.

Chris Myers, President and Chief Executive Officer of the Company, stated: “We are very fortunate to be able to hire a CFO with the caliber and industry experience of Allen Nicholson. I have known Allen personally for many years and had the opportunity to work with him directly when we both were officers of Mellon 1^st Business Bank. He is a first class talent, and we are excited to have him join our executive leadership team here at CVBF and CBB.”

Mr. Myers continued, “I also want to take this opportunity to express our gratitude, on behalf of myself and our Board of Directors, to Rich Thomas for his five and half years of outstanding service to CVBF and CBB. Rich joined CVBF in late 2010, a difficult time for the financial services industry. He helped steer the Company through that period to achieve the positive record of success that we are presently experiencing, as well as to build a strong foundation for the future. We wish him well in retirement and look forward to his continued assistance and support as he transitions to a consulting role for the Company over the remainder of 2016.”

Corporate Overview

CVB Financial Corp. (“CVBF”) is the holding company for Citizens Business Bank. The Bank is the ninth largest bank holding company headquartered in California with assets of approximately $7.9 billion. CVBF recently earned the ranking of “Best Bank in America” according to Forbes’ America’s Best Banks 2016. Citizens Business Bank has 44 Business Financial Centers, eight Commercial Banking Centers, and three trust office locations serving the Inland Empire, Los Angeles County, Orange County, San Diego County, Ventura County, Santa Barbara County and the Central Valley area 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., visit our Citizens Business Bank website at www.cbbank.com and click on the “Investors” tab.

Certain matters set forth herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including forward-looking statements relating to the Company’s current business plans and expectations and our future financial position and operating results. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, all the risk factors set forth in the Company’s public reports, including its Annual Report on Form 10-K for the year ended December 31, 2015, and particularly the discussion of risk factors within that document. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by law.