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Shareholder Meeting Notice
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CVB Financial Corp.s Annual Meeting of Shareholders will be held on May 17, 2023 at CVB Financial Corp. Corporate
Headquarters, 701 North Haven Avenue, Ontario, CA 91764, at 8:00 AM local time.
Proposals to be voted on at the meeting are listed below along with the Board
of Directors recommendations.
The Board of Directors recommend a vote FOR all the nominees listed, FOR Proposals 2 and 4, and for 1
YEAR on Proposal 3:
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1. |
Election of Directors: |
01 - George A. Borba, Jr.
02 - David A. Brager
03 - Stephen A. Del Guercio
04 - Anna Kan
05 - Jane Olvera Majors
06 - Raymond V. OBrien
III
07 - Hal W. Oswalt
08 - Kimberly Sheehy
The Board of Directors recommends a vote FOR the following proposal:
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2. |
To approve, on a non-binding advisory basis, the compensation of CVB Financial
Corp.s named executive officers (Say-On-Pay). |
The Board of Directors recommends a vote for 1 YEAR on the following proposal:
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3. |
To cast a non-binding, advisory vote on the frequency of the advisory Say-On-Pay vote. |
The Board of Directors
recommends a vote FOR the following proposal:
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4. |
To ratify the appointment of KPMG LLP as independent registered public accountants of CVB Financial Corp. for the year
ending December 31, 2023. |
PLEASE NOTE YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares, you must go online or request a
paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.
We
will hold our annual meeting in person. In addition, we are planning to provide interested shareholders, members of our Board of Directors and our team members the opportunity to listen to our annual meeting by remotely dialing into an audio
conference call, which will broadcast the proceedings concurrently and allow for questions and answers. There will be no food or refreshments provided at this meeting.
The live audio call will be held concurrent with our annual meeting (8:00 a.m. PDT on May 17, 2023). To join our conference call facility please dial
1 (833) 630-1956. Questions will be permitted in person and when prompted by the moderator. A taped replay will be made available approximately one hour after the conclusion of the call and will remain
available until 6:00 a.m. PDT on May 24, 2023. To access the replay, please dial 1 (877) 344-7529, passcode 5622316.
Please note that in order to cast your votes on any matters to be considered at our annual meeting or otherwise to be present for purposes of California
law, please either (i) vote in advance by internet, telephone or return of your proxy card, or (ii) vote in person by attending the annual meeting at its designated location. Listening to the proceedings by audio conference call will not
constitute attendance for legal purposes. We will not have the ability to accept or change any shareholder votes on the annual meeting audio call.
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Heres how to order a copy of the proxy materials and select delivery
preferences: Current and future delivery requests can be submitted using the options
below. If you request an email copy, you will receive an email with a link to the current
meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the
reverse side when requesting a copy of the proxy materials.
Internet Go to www.investorvote.com/CVBF.
Phone Call us free
of charge at 1-866-641-4276.
Email Send an email to investorvote@computershare.com with Proxy Materials CVB
Financial Corp. in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.
To facilitate timely delivery, requests for a paper copy of proxy materials
must be received by May 3, 2023. |