UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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):July 29, 2019
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)
[ ]Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
[ ]Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 8.01. | Other Events. |
On July 29, 2019, CVB Financial Corp. (the “Company”), the holding company for Citizens Business Bank, issued a press release announcing that, pursuant to the Company’s common stock repurchase program (the “Repurchase Program”), the Company’s Board of Directors has authorized the Company to enter into an amendment to the Company’s 2018 Rule10b5-1 repurchase plan agreement which originally became effective on November 1, 2018 (the “201810b5-1 Plan”). Pursuant to the 201810b5-1 Plan, as amended by the July 29, 2019 amendment (together, the “2018 Amended10b5-1 Plan”), the aggregate number of shares subject to repurchase by the Company, as compared to the 201810b5-1 Plan, has been increased from a maximum of 6,000,000 to 9,577,917 shares of the Company’s common stock, and such shares will be eligible for repurchase by the Company beginning on July 29, 2019 until the 2018 Amended10b5-1 Plan expires on July 31, 2020, unless the aggregate authorized share repurchases are completed sooner or the 2018 Amended10b5-1 Plan is otherwise extended or terminated.
The Company has repurchased 422,083 shares of its common stock since August 11, 2016, which was the effective date of the repurchase plan agreement which preceded the 201810b5-1 Plan. Accordingly, as of July 29, 2019, as noted above, 9,577,917 shares of the Company’s common stock remain available for repurchase under the Company’s Repurchase Program as amended by the 2018 Amended10b5-1 Plan.
A copy of the press release is included as Exhibit 99.1 hereto and is hereby incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description | |
99.1 | Press Release, dated July 29, 2019. |
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: July 29, 2019 | By:/s/ E. Allen Nicholson | |||||
Executive Vice President and Chief Financial Officer |