CVB Financial (CVBF) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held on May 20, 2026, with in-person attendance and an audio call option for shareholders, but only in-person or advance voting is valid.

• Shareholders will vote on the election of directors (including contingent nominees if a merger closes), an advisory say-on-pay vote, and ratification of KPMG LLP as auditor for 2026.

• The company is proposing a merger with Heritage Commerce Corp; if completed, two Heritage directors will join the board and one will become President.

• 2025 financial performance included $209.3 million net income, $15.63 billion in assets, and a 15.9% CET1 capital ratio.

Voting matters and shareholder proposals

• Proposal 1: Elect ten directors (or eight if the merger is not completed), with two contingent on the merger.

• Proposal 2: Advisory vote to approve executive compensation for 2025.

• Proposal 3: Ratification of KPMG LLP as independent auditor for 2026.

• Shareholders may submit proposals and director nominations for the 2027 meeting following bylaw procedures.

Board of directors and corporate governance

• Board structure separates CEO and Chairman roles, with Hal W. Oswalt as Chairman and George Borba, Jr. as Vice-Chairman.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance at the holding company, and additional committees at the bank.

• Board diversity: 3 of 10 nominees are female, 2 identify as underrepresented minorities.

• Annual board and committee self-evaluations are conducted to assess effectiveness and diversity.