CVB FINANCIAL CORP

For the period ended May 15, 2024. Filed Apr 1, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2024 · Filed Apr 1, 2024

CVBF$22.74-0.5%Stored close · as of Nov 6, 2026

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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. )

Check the appropriate box:
Filed by the Registrant ☒	Filed by a Party other than the Registrant ☐
☐	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. EduAssistant Vice President and Corporate SecretaryDated: 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 ANDGENERAL INFORMATION	1			Compensation Committee	36
			Compensation Committee Interlocks and Insider Participation	36
	PROXY STATEMENT SUMMARY	2
	GENERAL INFORMATION	3			Certain Relationships and Related Person Transactions	36
	Who We Are	3
	Core Values	3		Policies and Procedures for Approving Related Person Transactions	36
	Board Oversight and Structure	3
	Our Executive Officers	3		Annual Board and Committee Self-Evaluation Process	37
	Overview of our Financial and OperatingPerformance in 2023	4
	Director Compensation	38
	CVB Financial Corp. Percentile Rank vs.Peers on Key Performance Indicators	5			Table on Outside Director Compensationfor 2023	40
	Social Measures	5
	Key Elements of Diversity	8		III.	PROPOSAL NO. 2:
	Environmental Measures	13		ADVISORY RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION	41
	Shareholder Engagement	15
	Who are the Largest Owners of CVBF Stock?	16			Compensation Discussion and Analysis –General Information	42
	How Much CVBF Stock do our Directors andExecutive Officers Own?	17
	2023 Compensation Program Overview	42
	Delinquent Section 16(a) Reports	18			Philosophy and Objectives of Our Executive Compensation Program	44
	Questions and Answers about the AnnualMeeting and Voting	19
		Compensation Clawback Policy	45
					Summary of Components of Executive Compensation	46
II.	PROPOSAL NO. 1:
	ELECTION OF DIRECTORS	22			Methodologies for Establishing ExecutiveCompensation	48
	Voting for Director Nominees	22
	Nomination of Director Candidates	22		Role of Our Compensation Consultants	49
	The Nominees	23			Peer Group Criteria and Composition for 2023	49
	Director Skills and Experience Matrix	28			Peer Group Criteria and Composition Table	50
	Corporate Governance Principles	29			Compensation Arrangements with our President and CEO	51
	Board Risk Oversight	29
	Board Nominations of Director Candidates	30			Discussion of 2023 Named Executive OfficersCompensation Program	53
	Shareholder Nominations of DirectorCandidates and Other Proposals	30
		Base Salary	53
	Director Tenure, Age and Diversity	32		Annual Performance Incentive CompensationPlans (Incentive Compensation and Plan-Based Discretionary Bonus Amounts	54
	Board Diversity Matrix	33
	Director Independence	33
	Executive Sessions	33			Table of 2023 Performance Measures andCorresponding Bonus Percentages	56
	Director Stock Ownership Guidelines	33
	Policy on Insider Trading, Pledging andHedging of Company Equity Securities	34			Table of 2023 Performance Measures andPerformance Levels Achieved	57
	Director Attendance at Board Meetings andAnnual Shareholders Meeting	34		Table of 2023 Payout Levels by Performance Measure	57
	Committees of the Board of Directors	34			Plan-Based Discretionary Bonus Percentages and Amounts	58
	Audit Committee	34
	Nominating and Corporate Governance Committee	35			2023 Supplemental Discretionary Bonus Awards	58
			Supplemental Discretionary Bonus Amounts and Percentages	59

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	Equity-Based Compensation	64			Potential Payments Upon Termination ofEmployment Table	77
	Equity Incentive Grants to our Presidentand CEO for 2023	65
		CEO Pay Ratio Disclosure	78
	Equity Incentive Grants to our Other NEOs for 2023	65			Pay Versus Performance Disclosures for our CEO and NEOs	79
PRSU Performance Criteria andMeasurement Period	65			Equity Compensation Plan Information	83
			Equity Compensation Plan Table	84
	Employee Retirement Plans	66
	Employee Health and Welfare Benefits	66		IV.	PROPOSAL NO. 3:
	Compensation Committee Report	68			RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM	85
	Summary of Compensation Table	69
	All Other Compensation Table	70			Selection of Independent Auditors	85
	Grants of Plan-Based Awards for 2023	71			Principal Auditor’s Fees	85
	Outstanding Equity Awards at Fiscal Year-End Table	72			Audit Committee Oversight	85
			Audit Committee Report	86
			Proposals of Shareholders for 2025	87
	Deferred Compensation	73
	Nonqualified Deferred Compensation Table	74
	Potential Payments to our Named ExecutiveOfficers Upon Termination or Change in Control	74

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CVB FINANCIAL CORP.701 North Haven Avenue Ontario, California 91764 (909) 980-4030

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