CVB Financial (NASDAQ: CVBF) shareholders approve directors, 2025 pay and KPMG

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CVB Financial Corp. held its 2026 Annual Meeting of Shareholders on May 20, 2026. Shareholders elected ten directors, each to serve a one-year term ending at the 2027 annual meeting or until a successor is elected and qualified. Director nominees received between 94,760,819 and 96,124,336 votes for, with broker non-votes of 15,839,830 on each election.

Shareholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers for 2025, with 92,116,229 votes for and 6,455,002 against. They also ratified the Audit Committee’s appointment of KPMG LLP as independent registered public accounting firm for 2026, with 114,187,433 votes for and 403,538 against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Highest director votes for: 96,124,336 votes Lowest director votes for: 94,760,819 votes Broker non-votes on director elections: 15,839,830 +4 more

7 metrics

Highest director votes for 96,124,336 votes Votes for Julianne Biagini-Komas, Proposal 1

Lowest director votes for 94,760,819 votes Votes for Hal W. Oswalt, Proposal 1

Broker non-votes on director elections 15,839,830 Each Proposal 1 director item

Say-On-Pay votes for 92,116,229 votes 2025 executive compensation advisory vote, Proposal 2

Say-On-Pay votes against 6,455,002 votes 2025 executive compensation advisory vote, Proposal 2

Auditor ratification votes for 114,187,433 votes KPMG LLP ratification for 2026, Proposal 3

Auditor ratification votes against 403,538 votes KPMG LLP ratification for 2026, Proposal 3

Key Terms

Say-On-Pay, broker non-votes, independent registered public accounting firm, Annual Meeting of Shareholders

4 terms

Say-On-Pay financial

"A Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers for 2025 (“Say-On-Pay”)."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes financial

"Votes For | Votes Against | Votes Abstained | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Appointment of the Company’s Independent Registered Public Accounting Firm for 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/22/2026 - 01:40 PM

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 20, 2026

    

CVB Financial Corp.

(Exact name of Registrant as Specified in Its Charter)


California	000-10140	95-3629339
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 N HAVEN AVE STE 350
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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	CVBF	The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

(a)

On May 20, 2026, CVB Financial Corp. (the “Company”) held its 2026 Annual Meeting of Shareholders.

(b)

Each of the matters submitted to the Company’s shareholders was approved by the requisite voting power required for approval of the respective proposal. The results of the voting on the matters submitted to the Company’s shareholders are as follows:

Proposal 1 – Election of Directors.

The following ten (10) individuals were elected to serve as directors of the Company for a one-year term expiring at the Company’s 2027 Annual Meeting of Shareholders or until their successors are elected and qualified:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Julianne Biagini-Komas	96,124,336	2,732,588	15,839,830
George A. Borba, Jr.	95,502,501	3,354,423	15,839,830
David A. Brager	95,696,662	3,160,262	15,839,830
Stephen A. Del Guercio	95,421,452	3,435,472	15,839,830
Clay Jones	94,819,332	4,037,592	15,839,830
Anna Kan	95,907,539	2,949,385	15,839,830
Jane Olvera Majors	95,870,597	2,986,327	15,839,830
Raymond V. O’Brien III	94,920,475	3,936,449	15,839,830
Hal W. Oswalt	94,760,819	4,096,105	15,839,830
Timothy Stephens	96,106,452	2,750,472	15,839,830

Proposal 2 – A Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers for 2025 (“Say-On-Pay”).


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
92,116,229	6,455,002	284,693	15,839,830

Proposal 3 – Ratification of the Audit Committee’s Appointment of the Company’s Independent Registered Public Accounting Firm for 2026.

The appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2026 was ratified. The voting results were as follows:


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
114,187,433	403,538	105,783	-0-

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 22, 2026	By:	/s/ Richard H. Wohl
			Richard H. Wohl Executive Vice President and General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did CVB Financial Corp. (CVBF) shareholders approve at the 2026 annual meeting?

Shareholders elected ten directors, approved 2025 executive compensation on a non-binding basis, and ratified KPMG LLP as 2026 independent auditor. Each proposal received sufficient votes for approval, indicating broad support for the board’s recommendations.

How did CVB Financial Corp. (CVBF) vote on director elections in 2026?

Ten directors were elected for one-year terms ending at the 2027 annual meeting. Each nominee received over 94 million votes for, with broker non-votes of 15,839,830 reported on each director election, reflecting strong shareholder backing of the existing board slate.

Was CVB Financial Corp.’s 2025 executive compensation (Say-On-Pay) approved?

Yes, the advisory Say-On-Pay proposal for 2025 compensation was approved with 92,116,229 votes for and 6,455,002 against. There were 284,693 abstentions and 15,839,830 broker non-votes, showing shareholder support for the company’s executive pay practices.

Which audit firm did CVB Financial Corp. (CVBF) shareholders ratify for 2026?

Shareholders ratified KPMG LLP as the independent registered public accounting firm for 2026. The ratification received 114,187,433 votes for, 403,538 votes against, and 105,783 abstentions, with no broker non-votes reported on this proposal.

When was the 2026 CVB Financial Corp. annual shareholder meeting held?

The 2026 Annual Meeting of Shareholders for CVB Financial Corp. was held on May 20, 2026. At this meeting, shareholders voted on director elections, an advisory Say-On-Pay proposal for 2025 compensation, and ratification of KPMG LLP as auditor for 2026.

Filing Exhibits & Attachments

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