CVB Financial Corp. Files Definitive Proxy Statement (DEF 14A)

Ticker: CVBF · Form: DEF 14A · Filed: Apr 1, 2024 · CIK: 354647

Sentiment: neutral

Topics: CVBF, DEF 14A, Proxy Statement, Executive Compensation, SEC Filing

TL;DR

<b>CVB Financial Corp. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and award adjustments for the fiscal year ending December 31, 2023.</b>

AI Summary

CVB FINANCIAL CORP (CVBF) filed a Proxy Statement (DEF 14A) with the SEC on April 1, 2024. CVB Financial Corp. filed a DEF 14A with the SEC on April 1, 2024. The filing pertains to the fiscal year ending December 31, 2023. Key individuals mentioned in compensation adjustments include David A. Brager and Christopher D. Myers. The filing details adjustments to compensation, including changes in fair value of awards granted in prior years. It also covers deductions for amounts reported under stock and option awards.

Why It Matters

For investors and stakeholders tracking CVB FINANCIAL CORP, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and potential impacts on company finances. Shareholders can use this information to make informed voting decisions on executive compensation proposals at the upcoming annual meeting.

Risk Assessment

Risk Level: low — CVB FINANCIAL CORP shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and any proposed changes to compensation plans outlined in this filing.

Key Numbers

Key Players & Entities

FAQ

When did CVB FINANCIAL CORP file this DEF 14A?

CVB FINANCIAL CORP filed this Proxy Statement (DEF 14A) with the SEC on April 1, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CVB FINANCIAL CORP (CVBF).

Where can I read the original DEF 14A filing from CVB FINANCIAL CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CVB FINANCIAL CORP.

What are the key takeaways from CVB FINANCIAL CORP's DEF 14A?

CVB FINANCIAL CORP filed this DEF 14A on April 1, 2024. Key takeaways: CVB Financial Corp. filed a DEF 14A with the SEC on April 1, 2024.. The filing pertains to the fiscal year ending December 31, 2023.. Key individuals mentioned in compensation adjustments include David A. Brager and Christopher D. Myers..

Is CVB FINANCIAL CORP a risky investment based on this filing?

Based on this DEF 14A, CVB FINANCIAL CORP presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

What should investors do after reading CVB FINANCIAL CORP's DEF 14A?

Shareholders should review the executive compensation details and any proposed changes to compensation plans outlined in this filing. The overall sentiment from this filing is neutral.

How does CVB FINANCIAL CORP compare to its industry peers?

CVB Financial Corp. operates within the commercial banking sector.

Are there regulatory concerns for CVB FINANCIAL CORP?

The filing is a standard DEF 14A, subject to SEC regulations for proxy solicitations.

Industry Context

CVB Financial Corp. operates within the commercial banking sector.

Regulatory Implications

The filing is a standard DEF 14A, subject to SEC regulations for proxy solicitations.

What Investors Should Do

  1. Review the executive compensation details for David A. Brager and Christopher D. Myers.
  2. Analyze the adjustments to equity awards and their impact on reported compensation.
  3. Understand the voting matters presented to shareholders for the upcoming annual meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for public companies regarding shareholder meetings and executive compensation, and does not represent a change from previous filing types.

Filing Stats: 4,450 words · 18 min read · ~15 pages · Grade level 13.1 · Accepted 2024-04-01 13:34:11

Key Financial Figures

Filing Documents

From the Filing

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Rule 14a-12 CVB FINANCIAL CORP. (Name of registrant as specified in its charter) (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Fee paid previously with preliminary materials. NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD WEDNESDAY, MAY 15, 2024 To Our Shareholders: The 2024 annual meeting of shareholders of CVB Financial Corp. will be held at 8:00 a.m. local time at CVB Financial Corp.'s Corporate Headquarters, 701 North Haven Avenue, Ontario, CA 91764, on Wednesday, May 15, 2024. We will hold our annual meeting in person. In addition, we are planning to provide interested shareholders, members of our Board of Directors and our team members, as a courtesy, the opportunity to listen to our annual meeting by remotely dialing into an audio conference call, which will broadcast the proceedings concurrently. There will be no food or refreshments provided at this meeting. The live audio call will be held concurrent with our annual meeting (8:00 a.m. PDT on May 15, 2024). To join our conference call facility please dial 1 (833) 630-1956. Questions will be permitted in person and, as a courtesy, when prompted by the moderator for audio participants. A taped replay will be made available approximately one hour after the conclusion of the call and will remain available until 6:00 a.m. PDT on May 22, 2024. To access the replay, please dial 1 (877) 344-7529, passcode 7329017. Please note that, in order to cast your votes on any matters to be considered at our annual meeting or otherwise to be present at our annual meeting for purposes of California law, you should either (i) vote in advance by internet, telephone or return of your proxy card, or (ii) vote in person by attending the annual meeting at its designated location. Listening to the proceedings by audio conference call will not constitute attendance for legal purposes. We will not have the ability to accept or change any shareholder votes on the audio call. At our annual meeting, we will ask you to act on the following matters: 1. Election of Directors . Elect eight (8) persons to the Board of Directors to serve for a term of one year and until their successors are elected and qualified. The following eight persons are our nominees: George A. Borba, Jr. Jane Olvera Majors David A. Brager Raymond V. O'Brien III Stephen A. Del Guercio Hal W. Oswalt Anna Kan Kimberly Sheehy 2. Advisory Compensation Vote . Approve, on an advisory (non-binding) basis, the compensation of our named executive officers for 2023 ("Say-On-Pay"). 3. Ratification of Appointment of Independent Registered Public Accountants . Ratify the appointment of KPMG LLP as our independent registered public accountants for 2024. 4. Other Business . Transact any other business that properly comes before the meeting. If you were a shareholder of record at the close of business on March 22, 2024, you may vote at the annual meeting or at any postponement or adjournment of the meeting. By Order of the Board of Directors Michelle L. Edu Assistant Vice President and Corporate Secretary Dated: April 3, 2024 Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders: This Proxy Statement, our 2023 Annual Report and our Annual Report on Form 10-K for the fiscal year 2023 are available online on the internet at: https://investors.cbbank.com/annual-meeting. IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO PLEASE VOTE BY INTERNET OR TELEPHONE, OR TO SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING. IF YOU DO ATTEND THE ANNUAL MEETING IN PERSON, YOU MAY THEN WITHDRAW YOUR PROXY AND VOTE IN PERSON. IF YOU RECEIVED A PAPER COPY OF THIS PROXY STATEMENT AND A PROXY CARD, PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING OVER THE INTERNET OR BY TELEPHONE. TABLE OF CONTENTS I. PROXY STATEMENT SUMMARY AND GENERAL INFORMATION 1 Compensation Committee 36 Compensation Committee Interlocks and Insider Participation 36 PROXY STATEMENT SUMMARY 2 GENERAL INFORMATION 3 Certain R

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