Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Retirement of Directors
On February 23, 2022, Kristina M. Leslie and Marshall V. Laitsch, notified CVB
Financial Corp. (the "Company") and its wholly-owned subsidiary, Citizens
Business Bank (the "Bank"), that they will be retiring as members of the
Company's and the Bank's respective Boards of Directors, and accordingly, will
not stand for reelection at the Company's annual shareholder meeting scheduled
to take place on May 18, 2022, when their current terms as directors will
expire. In the event the Company identifies a director to replace Ms. Leslie or
Mr. Laitsch prior to the Company's 2022 annual meeting, either Ms. Leslie or
Mr. Laitsch may retire effective on the date of such appointment and prior to
the 2022 annual meeting
Ms. Leslie's and Mr. Laitsch's individual decisions to retire and not to stand
for reelection are not the result of any disagreements with the Company's
operations, policies or practices.
Ms. Leslie was appointed to the Boards in 2015 and is presently serving as Chair
of the Company's Audit Committee, as a member of the Company's Compensation
Committee and Nominating and Corporate Governance Committee, and as a member of
the Bank's Risk Management Committee.
Mr. Laitsch was appointed to the Boards in 2018 in connection with the Bank's
acquisition of Community Bank, where he had previously served as Chairman of the
Board. He presently serves on the Company's Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee, as Chair of the
Bank's Credit Committee, and as a member of the Bank's Balance Sheet Management
Committee, Risk Management Committee and Trust Services Committee.
The press release announcing the foregoing retirements is attached as Exhibit
No. 99.1 to this Form 8 K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated February 24, 2022, announcing the retirements of
Kristina M. Leslie and Marshall V. Laitsch as directors of the Company
and the Bank.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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