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CVB FINANCIAL CORP : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

06/16/2022 | 06:09am

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


(d) Appointment of a New Director

On June 15, 2022, the Board of Directors of CVB Financial Corp. (the "Company")
appointed Ms. Kimberly Sheehy as a Board Member, effective as of the same date.
Ms. Sheehy was also named a Director of Citizens Business Bank (the "Bank"), the
wholly-owned banking subsidiary of the Company. Ms. Sheehy will serve as Chair
of the Audit Committee, and as a member of the Nominating and Corporate
Governance Committee
and the Compensation Committee, of the Company. In
addition, Ms. Sheehy will serve on the Risk Management Committee, the Balance
Sheet Management Committee and the Trust Services Committee of the Bank.

Ms. Sheehy will be paid a $70,000 annual directors' fee, plus a $20,000 annual
fee for her service as Chair of the Company's Audit Committee. Ms. Sheehy
received her initial grant of 2,961 shares of restricted stock of the Company in
her capacity as a director of the Company on June 15, 2022. The value of this
grant was pro-rated to account for the fact that Ms. Sheehy will be serving as a
director for approximately ten of the twelve months since the Company's
continuing outside directors received their annual restricted stock grants at a
pre-established value of $85,000 on March 23, 2022. There are no transactions or
agreements between Ms. Sheehy and the Company or the Bank required to be
disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Ms. Sheehy's appointment, the Company and the Bank have each
expanded the memberships of their respective Boards of Directors from eight to
nine directors, which in each case is within the ranges set forth in the
Company's and the Bank's respective By-laws.

The press release announcing Ms. Sheehy's appointment is attached as Exhibit
No. 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No. Description

99.1 Copy of the Press Release dated June 15, 2022, announcing
appointment of Kimberly Sheehy as a director of CVBF and CBB,
effective as of June 15, 2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL



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