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 appropriat

e 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.

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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD WEDNESDAY, MAY 17, 2023

To Our Shareholders:

The 2023 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 17, 2023.

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 the opportunity to listen to our annual meeting by remotely dialing into an audio conference call, which will broadcast the proceedings concurrently and allow for questions and answers. 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 17, 2023). To join our conference call facility please dial 1 (833) 630-1956. Questions will be permitted in person and when prompted by the moderator. 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 24, 2023. To access the replay, please dial 1 (877) 344-7529, passcode 5622316.

Please note that in order to cast your votes on any matters to be considered at our annual meeting or otherwise to be present for purposes of California law, please 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 annual meeting audio call.

At our 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

Additional information regarding procedures for shareholders recommending nominees for directors is set forth below under the heading “Shareholder Nominations for Director Candidates.”

2.	Advisory Compensation Vote. Approve, on an advisory (non-binding) basis, the compensation of our named executive officers for 2022 (“Say-On-Pay”).

3.	Frequency of Say-On-Pay Vote. Advisory (non-binding) vote on the frequency of our Say-on-Pay vote.

4.	Ratification of Appointment of Independent Registered Public Accountants. Ratify the appointment of KPMG LLP as our independent registered public accountants for 2023.

5.	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 27, 2023, you may vote at the annual meeting or at any postponement or adjournment of the meeting.

By Order of the Board of Directors

LOGO

Myrna L. Di Santo

Vice President and Corporate Secretary

Dated: April 5, 2023

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Shareholders:

This Proxy Statement, our 2022 Annual Report and our Annual Report on Form 10-K for the fiscal year 2022 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,
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

PROXY STATEMENT SUMMARY		2

GENERAL INFORMATION		3

Who We Are		3

Core Values		3

Board Oversight and Structure		3

Our Executive Officers		4

Overview of our Financial and Operating Performance in 2022		4

CVB Financial Corp. Percentile Rank vs. Peers on Key Performance Indicators		6

Human Resources and COVID-19 Measures		7

Key Elements of Diversity		8

Information Security Protocols		9

Stakeholders and Society		9

Shareholder Engagement		11

Who are the Largest Owners of CVBF Stock?		12

How Much CVBF Stock do our Directors and Executive Officers Own?		13

Delinquent Section 16(a) Reports		14

Questions and Answers about the Annual Meeting and Voting		15

II. PROPOSAL NO. 1:

ELECTION OF DIRECTORS		18

Voting for Director Nominees		18

Nomination of Director Candidates		18

The Nominees		19

Corporate Governance Principles		24

Board Risk Oversight		24

Board Nominations of Director Candidates		25

Shareholder Nominations of Director Candidates and Other Proposals		25

Director Tenure, Age and Diversity		27

Board Diversity Matrix		28

Director Independence		28

Executive Sessions		28

Director Stock Ownership Guidelines		29

Policy on Insider Trading, Pledging and Hedging of Company Equity Securities		29

Director Attendance at Board Meetings and Annual Shareholders Meeting		29

Committees of the Board of Directors		30



Audit Committee		30

Nominating and Corporate Governance Committee		31

Compensation Committee		31

Compensation Committee Interlocks and Insider Participation		32

Certain Relationships and Related Person Transactions		32

Policies and Procedures for Approving Related Person Transactions		32

Annual Board and Committee Self-Evaluation Process		33

Director Compensation		34

Table on Outside Director Compensation for 2022		36
Communications with our Board of Directors		37

III. PROPOSAL NO. 2:
ADVISORY RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION		38

Compensation Discussion and Analysis – General Information		39

2022 Compensation Program Overview		39

Philosophy and Objectives of Our Executive Compensation Program		40

Compensation Clawback Policy		42

Summary of Components of Executive Compensation		42

Methodologies for Establishing Executive Compensation		44

Role of Our Compensation Consultants		45

Peer Group Criteria and Composition for 2022		45

Peer Group Criteria and Composition Table		46

Compensation Arrangements with our President and CEO		47

Discussion of 2022 Named Executive Officers Compensation Program		50

Base Salary		50

Annual Performance Incentive Compensation and Supplemental Discretionary Bonus		50

Table of 2022 Performance Measures and Corresponding Bonus Percentages		53

Table of 2022 Performance Measures and Performance Levels Achieved		54

Table of 2022 Performance Measures and Payout Levels for Each NEO		55

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Equity-Based Compensation		58

Equity Incentive Grants to our President and CEO for 2022		59

Equity Incentive Grants to our Other NEOs for 2022		59

PRSU Performance Criteria and Measurement Period		60

Equity Compensation for our NEOs for 2023		60

Employee Retirement Plans		60

Employee Health and Welfare Benefits		61

Tax Deductibility and Executive Compensation		61

Compensation Governance and Risk Management		62

Consideration of 2022 Say-On-Pay Voting Results		63

Compensation Committee Report		63

Summary of Compensation Table		64

All Other Compensation Table		65

Grants of Plan-Based Awards for 2022		66

Outstanding Equity Awards at Fiscal Year-End Table		67

Option Exercises and Restricted Stock Vested in 2022 Table		68



Deferred Compensation		68

Nonqualified Deferred Compensation Table		69

Potential Payments to our Named Executive Officers Upon Termination or Change in Control		69

Potential Payments Upon Termination of Employment Table		72

Pay Versus Performance Disclosures for our CEO and NEOs		74

CEO Pay Ratio Disclosure		78

Equity Compensation Plan Information		78

Equity Compensation Plan Table		79

IV. PROPOSAL NO. 3:
ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION		80

V. PROPOSAL NO. 4:
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM		81
Selection of Independent Auditors		81
Principal Auditor’s Fees		81
Audit Committee Oversight		81
Audit Committee Report		82
Annual Report on Form 10-K		83
Proposals of Shareholders for 2024		83

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CVB FINANCIAL CORP.

701 North Haven Avenue

Ontario, California 91764

(909) 980-4030

PROXY STATEMENT

This proxy statement contains information about the annual meeting of shareholders of CVB. Financial Corp. to be held on Wednesday, May 17, 2023, beginning at 8:00 a.m. local time, at CVB Financial Corp.’s Corporate Headquarters, located at 701 North Haven Avenue, Ontario, CA 91764, and at any postponements or adjournments of the meeting. This proxy statement will be made available to our shareholders on or about April 5, 2023.

CVB Financial Corp. is a bank holding company whose principal subsidiary is Citizens Business Bank. CVB Financial Corp.’s common stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) and CVB Financial Corp. is therefore subject to Nasdaq’s listing requirements. CVB Financial Corp. is incorporated in the State of California and Citizens Business Bank is a California-chartered bank. CVB Financial Corp. and Citizens Business Bank are sometimes referred to collectively in this proxy statement as the “Company.”

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 with the opportunity to listen to our annual meeting by remotely dialing into an audio conference call, which will broadcast the proceedings concurrently and allow for questions and answers.

The live audio call will be held concurrent with our annual meeting (8:00 a.m. PDT on May 17, 2023). To join the conference call facility, please dial 1 (833) 630-1956. Questions will be permitted in person and when prompted by the moderator on the audio call. 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 24, 2023. To access the replay, please dial 1 (877) 344-7529, passcode 5622316.

SEC Form DEF 14A filed by CVB Financial Corporation