Independent
Tenure on this board
31.9 yrs
10 nominees · 3 ballot items.
Election of directors (ten nominees, or eight if merger with Heritage not completed), advisory (non-binding) approval of executive compensation (Say-On-Pay), and ratification of KPMG LLP as independent auditors for 2026.
Elect ten (10) persons to the Board of Directors (or eight (8) persons if merger with Heritage Commerce Corp. has not been completed by the meeting date) to serve for one-year terms; includes eight regular nominees and two contingent nominees from Heritage.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement for 2025.
Proposal asks shareholders to approve, on a non-binding advisory basis, the compensation disclosed for the Company’s named executive officers for 2025. Management seeks this advisory approval to confirm shareholder support for its pay practices—composed of base salary, metrics-based incentive awards, discretionary bonuses, and equity awards split between time-vesting RSUs and performance RSUs—used to attract and retain executives and align their interests with shareholders. The Compensation Committee uses peer benchmarking, performance metrics (notably net profit after tax), and discretionary individual evaluations to set pay; it also employs a clawback policy and other governance safeguards. Although advisory and non-binding, the Board will consider the vote outcome when setting future compensation. The Company recommends a vote FOR and notes prior strong shareholder support in 2025 (~95.4% approval).
Ratify the appointment of KPMG LLP as CVB Financial Corp.’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.73% | 13,639,846 | $264M |
| 2 | STATE STREET CORP | 4.51% | 7,956,225 | $154M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.47% | 7,890,398 | $153M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.13% | 7,285,184 | $141M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.22% | 5,688,658 | $110M |
| 6 | FMR LLC | 2.67% | 4,711,264 | $91M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.61% | 4,598,052 | $89M |
| 8 | BlackRock, Inc. | 2.17% | 3,826,691 | $74M |
| 9 | Parallel Advisors, LLC | 2.07% | 3,658,353 | $71M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.60% | 2,827,997 | $55M |
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