Form 8-K





Washington, D.C. 20549


Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2012


(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 (d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 19, 2012, Raymond Vincent O’Brien, III, was appointed a Director of CVB Financial Corp. (the “Company”), filling the vacancy created by James C. Seley who retired in August 2012. Mr. O’Brien was also named a Director of Citizens Business Bank (the “Bank), the wholly owned banking subsidiary of CVB Financial Corp. Mr. O’Brien will serve on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee of the Company. In addition, Mr. O’Brien will serve on the Balance Sheet Management Committee, the Loan Committee, the Trust Services Committee, and the Risk Management Committee of the Bank.

In connection with his appointment, Mr. O’Brien was granted 10,000 shares of restricted stock to vest ratably over a five-year period from the date of grant. There are no other material transactions or agreements between Mr. O’Brien and the Company.

The press release announcing Mr. Raymond O’Brien’s appointment is attached as an exhibit to this 8-K.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.



99.1    Press Release dated September 19, 2012, announcing the appointment of Mr. Raymond O’Brien as a new director of CVB Financial Corp.


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.





Date: September 20, 2012     By:   /s/ Richard C. Thomas
      Richard C. Thomas
      Executive Vice President and Chief Financial Officer

Exhibit Index


99.1    Press Release dated September 19, 2012, announcing the appointment of Mr. Raymond O’Brien as a new director of CVB Financial Corp.