UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 28, 2021, CVB Financial Corp. and its principal subsidiary, Citizens Business Bank (together, the “Company”), executed respective Severance Compensation Agreements (the “Agreements”) that are effective as of that same date with the following executive officers of the Company: E. Allen Nicholson, Executive Vice President and Chief Financial Officer, Yamynn De Angelis, Executive Vice President and Chief Risk Officer, David F. Farnsworth, Executive Vice President and Chief Credit Officer, David C. Harvey, Executive Vice President and Chief Operations Officer, and Richard H. Wohl, Executive Vice President and General Counsel. The respective Agreements are renewals of similar agreements that expired on December 31, 2020 and carry terms that expire on March 15, 2023 in the event no Change of Control (as defined in such Agreements) has occurred prior to that time.
The respective Agreements provide, among other things, that in connection with a Change in Control, and the relevant executive’s termination of employment or resignation for good reason within 12 months following such Change in Control, the executive shall receive the following benefits: (i) an amount equal to two (2) times the executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus (ii) an amount equal to two (2) times the average annual bonus received by the executive for the last two calendar years ended immediately preceding the Change in Control. In return, the executive is required to agree (x) to specified restrictions on the use of the Company’s confidential information, (y) not to solicit the Company’s customers or employees for a period of one year, and (z) to provide the Company with a general waiver and release agreement.
The foregoing description is qualified in its entirety by reference to the form of the Agreement, a copy of which is included with this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Form of Severance Compensation Agreement dated January 28, 2021 by and between the Company and, respectively, E. Allen Nicholson, Yamynn De Angelis, David F. Farnsworth, David C. Harvey and Richard H. Wohl. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: January 29, 2021 |
By: /s/ E. Allen Nicholson | |||
| E. Allen Nicholson | ||||
| Executive Vice President and Chief Financial Officer | ||||