CVB Financial Corp. (CVBF) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the CVB Financial Corporation 2021 Annual Meeting of Shareholders. [Operator Instructions] Please be advised that today's conference may be recorded. [Operator Instructions] I'd now like to hand the conference over to your host today, Christina Carrabino. Please go ahead.

Thank you, and good morning, everyone. Before we get started, let me remind you that today's meeting will include some forward-looking statements. These forward-looking statements relate to, among other things, current plans, expectations, events and industry trends that may affect the company's future operating results and financial position. Such statements involve risks and uncertainties, and future activities and results may differ materially from these expectations. Among other risks, the ongoing COVID-19 pandemic may significantly affect the banking industry and the company's business prospects. The ultimate impact on our business and financial results will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the impact on the economy, our customers and our business partners, the effectiveness and distribution of COVID-19 vaccines, and actions taken by governmental authorities in response to the pandemic. The speakers on this call claim the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. For a more complete discussion of the risks and uncertainties that may cause actual results to differ materially from our forward-looking statements, please see the company's Annual Report on Form 10-K for the year ended December 31, 2020, and, in particular, the information set forth in Item 1A, Risk Factors therein. Please note that following the company's presentation to shareholders and the completion of the business items that are required in connection with this annual meeting, there will be an opportunity for shareholder questions. However, please be advised that each shareholder is requested to limit his or her time to one question and, if necessary, one follow-up question on the same topic. We appreciate your following this guidance out of consideration for your fellow shareholders. I would now like to turn the meeting over to Dave Brager, Chief Executive Officer of CVB Financial Corporation. Dave?

Thank you, Christina, and good morning, everyone. Welcome to the 46th Annual Meeting of Shareholders for CVBF. I am David Brager, Chief Executive Officer of CVBF and Citizens Business Bank. I would like to announce that Raymond V. O’Brien, III, Chairman of the Board, will preside over the meeting and that Myrna ViSanta will serve as Secretary of the meeting. Any shareholder attending this in person, who wishes to vote their shares in person or has not yet submitted their proxy, should please see Myrna ViSanta, who is sitting directly in front of me. Ray?

Thank you, Dave. I would like to welcome everybody to our 46th Annual Shareholder Meeting. It's certainly been a strange year due to the pandemic that we've experienced, but we've come through it in a strong fashion, as you'll hear today. Please note that the agenda today will be generally limited to mandatory corporate and housekeeping matters with the opportunity for shareholder questions but only at the end of our meeting. I would like to start our meeting today by saying the Pledge of Allegiance. I pledge allegiance to the Flag of the United States of America, and to the Republic for which it stands, one nation under God, indivisible, with liberty and justice for all. Now I'd like to announce the selection, by the Board of Directors, of Mark Cano of Computershare as inspector of elections. Note that pursuant to Computershare's COVID policy, Mark Cano is not present in person this year but is participating by telephone on the conference call. I would ask Mark Cano to confirm he is on the telephone call and can hear all the proceedings.

I am on the call, and I can hear.

Now I have the motion to ratify the appointment of Mark Cano as inspector of elections. May I have a motion?

Moved.

I have a motion. May I have a second?

Second.

Thank you. All those in favor, say aye.

Aye.

Aye.

Aye.

All those against, say nay. The ayes have it. Note that we have all the Directors besides Ray O’Brien -- myself, Ray O’Brien, and Dave Brager, are participating by telephone conference call today. I will now ask our CEO, Dave Brager, who has done a great job leading us through this pandemic, to speak to all of us and to give us a brief update. Dave?

Thank you, Ray. Due to the virtual nature of this meeting, I am actually not going to be presenting a formal presentation. But I would point you to our January 2021 Investor Presentation and 10-K for any information that you may have regarding our performance during 2020. I please ask that all questions should be reserved until the end of the meeting. We ask that anyone with questions to limit yourself to one question and one follow-up question, if needed, so that all participants are treated equally. I would like to now introduce Richard Wohl, our General Counsel, to take us through the procedural matters of the meeting. Richard?

Thank you, Dave, and good morning, everybody. We'll now move through the official business and legal portion of our 2021 annual meeting. Before we proceed to the business items for today's meeting, however, there's -- there are 2 procedural matters that we need to address. First is the reading of the legal notice for this annual meeting. Computershare, the company's transfer agent, has provided us with an affidavit of mailing of the notice of the meeting, which states that the notice of this annual meeting with instructions on how to obtain copies of the proxy materials was mailed on or about April 7, 2021, to all CVB Financial Corp. shareholders of record on March 29, 2021. This affidavit is available at our corporate headquarters if any shareholder wishes to examine it and will be filed with the minutes of this annual meeting. To keep things moving along quickly, at this time, I would entertain a motion to waive the reading of the legal notice. Do I hear such a motion?

Motioned.

Thank you. Do I have a second?

Second.

Second.

Thank you. All in favor, signify by saying aye.

Aye.

Aye.

Aye.

All opposed, by saying nay. The motion carries. The second procedural item that we need to address is the quorum report. I've conferred with Mark Cano, our inspector of elections, who's advised me that the number of shares of CVB Financial Corp. outstanding on the record date of March 29, 2021, for this annual meeting is 135,919,625 shares. The shareholder votes present and voting by proxy or in person are 123,202,516 shares, which constitute 91% of our outstanding shares. So the shares which are present and voting in person or by proxy constitute at least a majority of CVB financial outstanding shares. I'm pleased to report that we have a quorum of shares represented in voting at this meeting. Now let's move to the actual business items that are the subject of today's annual meeting. As set forth in the notice of annual meeting, there are 3 items of business to be conducted, and they are as follows: election of -- number one, election of 10 nominees for Board of Directors; number two, ratification of the appointment of KPMG LLP as independent registered public accountants of CVB Financial Corp. for the year ending December 31, 2021; and number three, to approve, on a nonbinding advisory basis, the compensation of the company's named executive officers for 2020 and called our say-on-pay resolution. So the first item of business is the election of 10 persons to serve a 1-year term on the company's Board of Directors and until their successors are duly elected or chosen. As set forth in the notice of annual meeting, the Board of Directors has nominated the following 10 persons to serve as directors of the company: George Borba, Jr.; David Brager; Stephen Del Guercio; Rodrigo Guerra, Jr.; Anna Kan; Marshall Laitsch; Kristina Leslie; Raymond O’Brien III; Jane Olvera; and Hal Oswalt. May I please have a motion to place the nomination of the Board's 10 nominees?

Motioned.

May I have a second?

Second.

Thank you. The procedures for shareholders to nominate individuals to serve on the Board of Directors are set forth in our corporate bylaws, and those are referenced in our notice of this annual meeting. I've been advised that no shareholder nominations were otherwise received by CVB Financial Corp., and therefore, the only nominees for director are the Board's 10 nominees. May I have a motion to close the nominations?

Motioned.

Thank you. May I have a second?

Second.

Thank you. So the motion on the floor is be it resolved that the 10 nominees whom I announced be, and they hereby are, elected to serve as members of the Board of Directors of CVB Financial Corp. until our 2022 Annual Meeting of Shareholders and until their successors have been duly elected and are so qualified. I've conferred with Mr. Cano, our inspector of elections, who advises me that each of the Board's nominees has received at least 100,977,194 votes, which is 98% of those voting, in favor of election, and no other person has received any votes. Since each nominee has received a plurality of the votes cast, they're all elected for another one year term. Congratulations to all of our directors. Our second item of business is a proposal to ratify the appointment of KPMG LLP as the company's independent public accountants for the company's 2021 fiscal year. This proposal is also explained in detail in our proxy statement for this annual meeting. At this time, I would entertain a motion to ratify the appointment of KPMG LLP as the company's independent public accountants for the company's 2021 fiscal year. Do I hear such a motion?

Motioned.

Do I hear a second?

Second.

Thank you. The motion on the floor is, be it resolved that the appointment of KPMG LLP as the company's independent public accountants for the fiscal year ended December 31, 2021, be, and it hereby is, ratified and approved. Again, I've conferred with Mr. Cano, who advises me that on this proposal, in favor, we have 122,510,230 votes, 99.4%, against 488,331 votes, 0.4%, and abstaining 203,955 votes, 0.2%. Since the number of shares voting in favor of the proposal exceeds the majority of the shares represented and voting at this meeting, with the affirmative votes constituting a majority of the required quorum, the proposal passes. The next and last item of business is the proposal to ratify the compensation of the company's named executive officers. We have 6 rather than 5 named executive officers listed in our proxy statement for 2020, because under the SEC's Regulation S-K, we are required to include any individuals who served as CEO for any portion of our 2020 fiscal year. And our former CEO, Christopher Myers, retired on March 15, 2020. This say-on-pay proposal was explained further in the proxy statement, and by a separate vote of our shareholders at our annual meeting back in 2017, it was established that this item shall be placed on the annual meeting agenda for a vote by our shareholders on an annual basis for every single year. That being so, this resolution -- today's resolution covers the compensation for our named executive officers for the most recent fiscal year of the company ended on December 31, 2020. The component elements of our individual named executive officers' compensation, the metrics for determining their performance, the amounts paid for each component element, and the total amounts paid are all set forth in detail in the company's proxy statement. Please note that this shareholder vote is advisory only and is thus nonbinding on the company, although the Board will, of course, consider the views of our shareholders in setting our compensation plans for our named executive officers. At this time, I would entertain a motion to ratify the compensation of our 6 named executive officers of the company for its most recent fiscal year. Do I hear such a motion?

Motioned.

Thank you. Do I have a second?

Second.

Thank you. The motion on the floor is as follows: be it resolved that the compensation paid to the company's named executive officers as disclosed in our proxy statement pursuant to the compensation rules of the SEC in Item 402 of Regulation S-K, including the compensation discussion and analysis, the summary compensation tables and the related narrative discussion are hereby approved. I've conferred to Mr. Cano, who advises me that on this proposal, we have 93,000,613 votes in favor, a 90.4% of those voting, against 4,148,177 votes, 4%, and abstaining 5,720,229 votes, or 5.6%. Since the number of shares voting in favor of this proposal exceeds a majority of the shares represented in voting at this meeting, with the affirmative votes constituting a majority of the required quorum, this nonbinding advisory proposal passes. So this concludes the business portion of today's annual meeting. Thank you very much for your help in making motions and participating, and I will now turn the meeting back to Dave Brager, our CEO.

Thank you, Richard. Any shareholder questions from this room or via our conference call facility should be addressed to me and should relate to matters on the annual meeting agenda. We will address any question from individuals who are present here in the room first and then move to any questions by telephone. If there are any questions posed by persons here in the room, we will repeat them for the benefit of those of you participating by phone. Questions should be asked only by shareholders and each person asking a question should identify themselves either in person or over the telephone. So that we can be fair to all shareholders who may have a question, each person is requested to limit himself or herself to one question plus a follow-up, only if needed, on the same topic; and to limit his or her question to a maximum of one minute. Please allow for complete response before seeking to ask any follow-up questions. Operator, we are now ready to take questions from our dial-in participants.

[Operator Instructions] I'm showing no phone questions at this time. I'd like to turn the call back to Mr. Ray O’Brien.

Is there any other business to come before today's meeting? Okay. I would then just like to thank the bank's associates, directors and shareholders for their continued support this year. We hope everyone stays safe and healthy and that we can all return to normal life in the near future. At this time, I would like to entertain a motion to adjourn the meeting. Can I have a motion?

Motioned.

Can I have a second?

Second.

All those in favor, say aye.

Aye.

Aye.

Aye.

The annual meeting is hereby adjourned. Thank you all for attending.

The Annual Meeting of Shareholders has now concluded. Thank you for participating. You may now disconnect.