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): June 22, 2017

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.):

[  ] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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 June 22, 2017, CVB Financial Corp. (the “Company”) announced the appointment of Rodrigo Guerra, Jr. as a Board Member as of July 1, 2017. Mr. Guerra was also named a Director of Citizens Business Bank (the “Bank”), the wholly-owned banking subsidiary of the Company. Mr. Guerra will serve on the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee of the Company. In addition, Mr. Guerra will serve on the Balance Sheet Management Committee, the Trust Services Committee, and the Risk Management Committee of the Bank.

Mr. Guerra will be paid a $60,000 annual directors’ fee. Mr. Guerra will also receive a grant of 3,000 shares of restricted stock to vest on the first anniversary of the date of grant. There are no material transactions or agreements between Mr. Guerra and the Company.

The press release announcing Mr. Guerra’s appointment is attached as Exhibit No. 99.1 to this 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated June 22, 2017, announcing the appointment of Rodrigo Guerra, Jr. as a director of CVB Financial Corp. and Citizens Business Bank as of July 1, 2017.

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: June 23, 2017	By:	/s/ E. Allen Nicholson
		E. Allen Nicholson
		Executive Vice President and Chief Financial Officer

Exhibit Index

99.1 Press Release dated June 22, 2017, announcing the appointment of Rodrigo Guerra, Jr. as a director of CVB Financial Corp. and Citizens Business Bank as of July 1, 2017.

EX-99.1

Exhibit 99.1

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

CVB Financial Corp. Announces New Board Member

Ontario, CA, June 22, 2017 – CVB Financial Corp. (“CVBF”), the holding company for Citizens Business Bank, is pleased to announce the appointment of Rodrigo Guerra, Jr. as a Board Member effective July 1, 2017. He was also named a Director of Citizens Business Bank.

“Rod’s legal expertise and experience representing financial entities in complex transactions will add valuable insight to our Board” said Raymond V. O’Brien III, Chairman of CVBF. “We look forward to applying his vast knowledge of corporate law to help guide our continued growth and expansion in California.”

During his career as a Partner of Skadden, Arps, Slate, Meagher & Flom, LLP, Mr. Guerra has represented leading companies, investment banks, and institutional investors helping to navigate complex and challenging corporate matters. Prominent representations in the financial industry included Merrill Lynch, Citigroup Global Markets, Inc., and Wells Fargo Securities, LLC. Mr. Guerra was also listed in The Best Lawyers in America, recognized since 2007 for his work in Corporate Law. Mr. Guerra retired in 2016.

Mr. Guerra earned a Bachelors of Arts degree in Human Biology from Stanford University and a Masters of Business Administration degree and Juris Doctor degree from University of California at Los Angeles. He has served as a Commissioner for the Los Angeles County Local Government Services Commission and as a Board Member for the Los Angeles Center for Law & Justice, Polytechnic School and the Descanso Gardens Guild.

Corporate Overview

CVB Financial Corp. (“CVBF”) is the holding company for Citizens Business Bank. CVBF is the ninth largest bank holding company headquartered in California with assets of approximately $8.6 billion. Citizens Business Bank is consistently recognized as one of the top performing banks in the nation and offers a

wide array of banking, lending and investing services through 54 banking centers and 3 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 CVBF’s common stock are listed on the NASDAQ under the ticker symbol “CVBF.” For investor information about CVBF, 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, growth projections, and our future financial position and operating results. Words such as “will likely result, “aims”, “anticipates”, “believes”, “could”, “estimates”, “expects”, “hopes”, “intends”, “may”, “plans”, “projects”, “seeks”, “should”, “will” and variations of these words and similar expressions help to identify these forward looking statements. 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, 2016, 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.