CVB FINANCIAL CORP false 0000354647 0000354647 2020-02-06 2020-02-06

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): February 6, 2020

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

California |  | 000-10140 |  | 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, No Par Value |  | CVBF |  | The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 | Regulation FD Disclosure.

The Chief Executive Officer and Chief Financial Officer of CVB Financial Corp. (the “Company”) will be hosting one-on-one meetings with investors at the Keefe, Bruyette & Woods’ Winter Financial Services Conference on Thursday, February 13th and Friday, February 14th, 2020. The conference will take place at the Boca Raton Resort & Club in Boca Raton, FL. A press release announcing these investor meetings is being furnished hereto as Exhibit 99.2. The February 2020 slide presentation, updated to reflect fourth quarter 2019 financial information, is included as Exhibit 99.1 of this report. The information in this report (including Exhibits 99.1 and 99.2) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other documents filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by the specific reference in such filing. A copy of the slide presentation will be also available on the Company’s website at www.cbbank.com under the “Investors” tab.

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. |  |  | Description
| 99.1 |  |  | Copy of the CVB Financial Corp. February 2020 slide presentation.
| 99.2 |  |  | Press Release dated February 6, 2020.

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Exhibit Index

| 99.1 |  |  | Copy of the CVB Financial Corp. February 2020 slide presentation.
| 99.2 |  |  | Press Release dated February 6, 2020.
| 104 |  |  | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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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)
Date: February 7, 2020 |  |  |  | By: |  | /s/ E. Allen Nicholson
|  |  |  |  |  | E. Allen Nicholson
|  |  |  |  |  | Executive Vice President and Chief Financial Officer

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