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




On January 22, 2020, the Board of Directors of CVB 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 CVB Financial Corp.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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