CVB Financial (CVBF) Proxy Filing summary

Executive summary

• The 2025 annual meeting is scheduled for May 21, 2025, at the corporate headquarters, with in-person attendance and courtesy audio access for remote listeners; voting is only valid in person or by proxy in advance.

• Shareholders will vote on the election of eight directors, an advisory say-on-pay resolution, and ratification of KPMG LLP as independent auditors for 2025.

• The company reported $200.7 million in net income, $15.15 billion in assets, and a 16.2% CET1 capital ratio for 2024, maintaining 191 consecutive quarters of profitability and 141 consecutive quarters of dividends.

• The company was recognized as a top-performing U.S. public bank by S&P Global, received a Five-Star Superior rating from BauerFinancial, and maintained a BBB+ rating from Fitch.

Voting matters and shareholder proposals

• Shareholders will elect eight directors, approve executive compensation on an advisory basis, and ratify KPMG LLP as auditors.

• The board recommends voting FOR all director nominees, FOR the say-on-pay proposal, and FOR auditor ratification.

• Shareholders may submit proposals or director nominations for the 2026 meeting following bylaw procedures.

Board of directors and corporate governance

• The board consists of eight directors, seven of whom are independent; the only non-independent member is the CEO.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed solely of independent directors.

• The board conducts annual self-evaluations, maintains director stock ownership guidelines, and has a policy prohibiting insider trading, pledging, and hedging without approval.

• Directors are expected to own stock equal to three times their annual retainer; all current directors are in compliance.