Item 3.03 Material Modification to Rights of Security Holders
The information set forth below in Item 5.03 is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
OnJanuary 22, 2020 , the Board of Directors ofCVB Financial Corp. ("CVB") approved an amendment and restatement of the CVB Bylaws. In addition to incorporating changes made by previously approved prior amendments into one cohesive document and other minor changes, the Board amended (i) the advance notice provisions for nominations of directors and shareholder proposals to provide that notice must be provided not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth day (120th) day prior to the first anniversary of the preceding year's annual meeting, and setting forth the requisite conditions for nominations and notices to be in proper form (Section 2.11) and (ii) various provisions of the Bylaws to clarify that CVB may have both a Chief Executive Officer and a President, in its discretion, and clarifying the roles associated with each such position. The prior advance notice provisions relating to nomination of directors required nominations to be made no more than sixty (60) days prior to any meeting of shareholders.
The foregoing description is qualified in its entirety to the terms of the Amended and Restated Bylaws which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) 3.1 Amended and Restated Bylaws of
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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