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): November 10, 2014
CVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| California | 0-10140 | 95-3629339 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. employer identification number) |
| 701 North Haven Avenue, 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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Retirement of Chairman of the Board
On November 10, 2014, CVB Financial Corp. and its principal subsidiary, Citizens Business Bank (together, the “Company”), announced that D. Linn Wiley has decided to retire as Chairman of the Board and as a member of the Board of Directors, effective December 31, 2014. Mr. Wiley will remain Chairman for the remainder of 2014 and preside at the Board’s next two meetings, in November and December.
(d) Appointment of New Chairman
The Company also announced on November 10, 2014 that the Board of Directors has elected Raymond V. O’Brien III as Chairman of the Board. Mr. O’Brien will assume this role on January 1, 2015, immediately following the retirement of Mr. Wiley. George A. Borba, Jr., elected to the Board in 2012, will continue to serve the Company in his role as Vice-Chairman of the Board.
The press release announcing Mr. D. Linn Wiley’s retirement and the appointment of Mr. O’Brien as Chairman of the Board is attached as an exhibit to this 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated November 10, 2014, announcing the retirement of D. Linn Wiley and the appointment of Raymond V. O’Brien III as Chairman of the Board of CVB Financial Corp. and its subsidiary, Citizens Business Bank. | |
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. | ||||
| (Registrant) | ||||
| By: | /s/ Richard C. Thomas | |||
| Date: November 10, 2014 | Richard C. Thomas | |||
| Executive Vice President and Chief Financial Officer | ||||
Exhibit Index
| 99.1 | Press Release dated November 10, 2014, announcing the retirement of D. Linn Wiley and the appointment of Raymond V. O’Brien III as Chairman of the Board of CVB Financial Corp. and its subsidiary, Citizens Business Bank. |