Form 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 18, 2011

CVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

         
California   0-10140   95-3629339
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.
As of the record date for the Annual Meeting, there were 106,078,253 shares entitled to vote on all matters presented to the Company’s shareholders at the Annual Meeting. Votes representing 90.71% of the Company’s common stock were present in person or represented by proxy at the Annual Meeting.
The following are the voting results of each matter submitted to the Company’s shareholders at the Annual Meeting. The proposals below are described in detail in the Proxy Statement. At the Annual Meeting, all eight nominees for director were elected to the Company’s Board of Directors and the Company’s shareholders approved proposals to (i) ratify the appointment of KPMG, LLP as the Company’s registered independent public accounting firm for 2011, (ii) approve the Company’s executive compensation as set forth in the Proxy Statement, and (iii) determine the frequency of the vote on executive compensation.
1. Election of the following eight nominees to the Company’s Board of Directors:
                         
                    Broker  
    Votes Cast For     Withheld     Non-Votes  
George A. Borba
    75,446,216       4,017,506       16,766,523  
John A. Borba
    72,872,887       6,590,835       16,766,523  
Robert M. Jacoby, C.P.A.
    77,674,701       1,789,021       16,766,523  
Ronald O. Kruse
    77,406,884       2,056,838       16,766,523  
Christopher D. Myers
    77,407,652       2,056,070       16,766,523  
James C. Seley
    77,421,092       2,042,630       16,766,523  
San E. Vaccaro
    77,291,782       2,171,940       16,766,523  
D. Linn Wiley
    77,090,099       2,373,623       16,766,523  
2. Ratification of Appointment of KPMG, LLP, as independent registered public accountants of the Company.
             
Votes Cast For   Votes Against   Votes Abstained   Broker Non-Votes
95,003,783
  998,393   228,069   0
3. Approval of advisory vote on executive compensation.
             
Votes Cast For   Votes Against   Votes Abstained   Broker Non-Votes
75,839,474   2,982,294   641,954   16,766,523
4. Approval of advisory vote on executive compensation every one, two or three years.
                 
Votes for Every   Votes for Every   Votes for Every   Votes   Broker
One Year   Two Years   Three Years   Abstained   Non-Votes
29,884,806   907,145   47,621,545   1,050,226   16,766,523

 

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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.
 
 
Date: May 23, 2011  By:   /s/ Richard C. Thomas    
    Richard C. Thomas,   
    Executive Vice President and
Chief Financial Officer 
 
 

 

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