Form 8-K/A

CVB FINANCIAL CORP.

(Registrant)

Date: June 28, 2017

/s/ E. Allen Nicholson

E. Allen Nicholson

Executive Vice President and Chief Financial Officer

0001193125-17-216052.txt : 20170628 0001193125-17-216052.hdr.sgml : 20170628 20170628121455 ACCESSION NUMBER: 0001193125-17-216052 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170517 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170628 DATE AS OF CHANGE: 20170628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CVB FINANCIAL CORP CENTRAL INDEX KEY: 0000354647 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953629339 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10140 FILM NUMBER: 17934470 BUSINESS ADDRESS: STREET 1: 701 N HAVEN AVE STE 300 CITY: ONTARIO STATE: CA ZIP: 91764 BUSINESS PHONE: 9099804030 MAIL ADDRESS: STREET 1: 701 N HAVEN AVENUE CITY: ONTARIO STATE: CA ZIP: 91764 8-K/A 1 d406481d8ka.htm FORM 8-K/A Form 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 17, 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. ☐

Explanatory Note

The purpose of this amendment is to add item 5.07 (d) below regarding the frequency of shareholder votes on the compensation of executives.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(d)

In light of the preference indicated by its shareholders at the May 17, 2017 Annual Meeting to hold future advisory votes for the approval of the compensation of the named executive officers (“Say-on-Pay Frequency Proposal”) annually, the Company will hold future shareholder votes on the compensation of executives in its proxy materials every year until its next vote on Say-on-Pay Frequency. The next advisory Say-on-Pay Frequency vote is required to occur no later than the Company’s 2023 Annual Meeting of Shareholders.

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.