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

Good morning, and welcome to the CVB Financial Corp, 2026 Annual Meeting of Shareholders. [Operator Instructions] Please note this event is being recorded. As a reminder, kindly silence your phone or device. I would now like to turn the conference over to David Brager, Chief Executive Officer of CVBF and Citizens Business Bank. Please go ahead.

Thank you, and good morning, and welcome to our 51st Annual Meeting of Shareholders for CVBF. I'm David Brager, the Chief Executive Officer of CVBF and Citizens Business Bank. I would like to announce that how Oswalt, Chairman of the Board, will preside over the meeting and that Dana Rees will serve as Assistant Secretary of the meeting. Any shareholder attending this meeting in person who wishes to vote their shares in person, or has not yet submitted their proxy, should please see Dana Luis, who is to my left. I would like to introduce Hal Oswalt to say a few words.

Thank you, Dave. I would like to extend a warm welcome to our shareholders and in particular, our new shareholders who have come to us as a result of our merger with Heritage Commerce Corp HeritageBank of Commerce, which closed on April 17, 2026. While our merger with Heritage was completed after the day for shareholder voting, at this annual meeting of CVB Financial, I want to reiterate how excited we are to combine our 2 organizations and to celebrate the addition of Heritage's stellar associates and customers to create a more powerful and extended banking franchise. I would also like to note two things. One, our meeting format includes both in-person attendance and conference call facility and that the agenda will generally be limited to mandatory corporate and housekeeping matters with the opportunity for shareholder questions, but only at the end of the meeting. As our custom I would like to lead those that are present today in the [ pledge lessons ] to our plan. Pledge lesions of the United States of America and to the Republic which is stands, 1 Nation undergone indivisible with delivery just a [indiscernible]. Thank you. I'd like to announce the selection by the Board of Directors of Mark Cano of Computershare as inspector of elections and ask Mark to identify himself to those present at the meeting. Thank you, Mark. May I have a motion to ratify the appointment of Mark Cano as Inspector of Elections. Do I have a second? All those in favor, please say aye.

Aye.

Be opposed. Thank you. I would now like to introduce our Board of Directors in addition to Dave Brager and myself. First, George Borba, Jr; our Vice Chairman; Ray O'Brien, our past Chairman, Steve DelGuercio, Jane Majors, Anna can, Tim Stevens, and a special recognition of Clay Jones and Julie Digi come to us from Heritage. And also I want to congratulate Clay as becoming our new President. Welcome. Clay. Lastly, I want to thank Kim Sheehy, served on our board and chair the Audit Committee. It completes our service with our company immediately prior to this meeting. Kim has been an outstanding colleague and contributor to our organization, and we wish her the best in the future. So I'd like to now hand the cable back and microphone back to Dave Brager, our CEO.

Thank you, Hal. Due to the hybrid in-person and virtual nature of the meeting, I will not be making a formal presentation, but I would point you to our April 2026 investor presentation, our 2025 Form 10-K and our 2026 1st quarter Form 10-Q for any information you would like to have concerning CVB Financial Corporation and Citizens Business Bank. I would also like to reiterate how enthusiastic welcome to our new associates, customers and shareholders from Heritage. This was our company's largest merger in terms of asset size in our history at $5.6 billion, and it represents the combination of 2 premier business banking organizations. We're particularly excited to extend our Citizens Business Bank franchise into the Bay Area, which achieves our long-standing goal to be a significant presence in every major metropolitan market in the state of California. Citizens Business Bank has a long and proud track record, and this is our 51st Annual Shareholders' Meeting since our founding in 1974. We're proud of the remarkable growth we've achieved over this period and the returns that we've earned for our investors while at the same time maintain a fundamentally safe and sound financial institution. We're equally proud of the thousands of customers we serve and their loyalty to our bank, the opportunities we provide to our valued associates and the positive role we play and plan to continue to play in our numerous communities throughout the state of California, including the new ones we've entered into as a result of our recent merger with Heritage. I would ask that any questions from our shareholders should be reserved until the end of the meeting. I would also request that anyone with questions, please limit yourself to 1 question and 1 follow-up question, if needed. So that all participants are treated equally. I would now like to introduce Richard Wohl, our General Counsel, to take us through the procedural items for the meeting. Richard?

Thank you, Dave. Good morning, everyone. I will now move to the official business and legal portion of our 2026 Annual Shareholders Meeting. Before we proceed to completing the business items for today's meeting, there are 2 procedural matters that we need to address. The first one is the reading of the legal notice of this annual meeting. A Computershare of the company's transfer agent has provided me with an affidavit regarding the mailing of the legal notice of meeting. States that notice of this annual meeting with instructions on how to obtain copies of the proxy materials was mailed on or about April 7, 2026 to all CVB Financial Corp. shareholders of record on March 26, 2026. This affidavit is available here at our corporate headquarters, if any shareholder wishes to examine it, and it will be filed with the minutes of this annual meeting. To keep things moving along quickly, at this time, I would like to entertain a motion to waive the reading of the legal notice. Do I hear such a motion? Thank you, Johan a second. Thank you. All in favor, please signify by saying aye, "I oppose may -- the motion carries. The second procedural item we need to address is the quorum report. I converted with Mark Connell, our Inspector of Elections, who's advised me that the number of shares of CVB Financial Corp. outstanding on the record date of March 26, 2026, for this annual meeting is 135,784,880. In this regard, it bears pointing out that as of today, due to closing of our merger and acquisition transaction with Heritage on April 17, 2026, CVB Financial Corp. has approximately 176 million shares outstanding. However, because, as noted, our record date for this annual meeting was March 26, 2026, which date was prior to the closing of our Heritage merger and acquisition. The number of shares of CVB Financial Corp. outstanding on that date, the record date was 135,784,880. So with reference to that smaller number of record date outstanding shares, shareholder votes that are present by proxy and in person for this meeting are 114,696,695 which constitute 84.5% of our then outstanding shares. This means that the shares which are present and voting in person or by proxy, constitute at least a majority of CVB Financial Corp.'s outstanding shares as of the record date of March 26, 2026. I'm pleased to report that we have shares represented and voting at this annual meeting. Now let's move to address the actual business items at the 7 objective to date the Annual Meeting. As forth in our notice of annual meeting, there are 3 items of business to be conducted as well as an election of 10 nominees for our Board of Directors. Number two, to approve on a nonbinding advisory basis, the compensation of the company's named executive officers for 2025. That's our say-on-pay resolution; and number three, ratification of the appointment of KPMG LLP as our independent ledger public accountants for CVB Financial Corp for the year ending December 31, 2026. 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. Asset forth in the notice of the annual meeting. The Board has nominated the following 10 persons to serve as directors of the company. Julie Anagni Comas, George Borba, Jr; David Brager, Stephen Del Curse, CEO; [indiscernible], Clay Jones, Jane Overa Majors, Raymond O'Brien, Hal Oswalt and Timothy Stevens, may I have a motion to place the nomination of the board's 10 nominees. Okay, may have a second. Thank you. The procedures for shareholders to nominate individuals to serve on the Board of Directors are set forth in our corporate bylaws, which we'll reference in the notice of this meeting. I've been advised that no shareholder nominations were otherwise received by CVB Financial Corp and therefore, the only nominees for Director or the Board's 10 nominees. May I have a motion to close the nominations. May have a 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 2027 Annual Medium shareholders and until their successors have been duly elected and are so qualified. I confer with Mr. Cano, the Inspector of Elections, advises me that each of the Board's nominees has received at least 94,760,760 votes or 96% in favorable election and that no other person has received any votes. Since each nominee has received a plurality of the votes cast, they're all elected for another 1-year term. Congratulations to our directors. Our second item of business is a proposal to ratify the compensation of the company's 5 named executive officers for our 2025 fiscal year. This say-on-pay proposal is explained in further detail in our proxy statement and by a separate vote of our shareholders taken at our annual meeting in 2023 and established that this item shall be placed on the annual media agenda for a vote by our shareholders on an annual basis, so every single year. Hopping so this resolution covers the compensation for our named executive officers for the most recent fiscal year of the company ended on December 31, 2025. 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 our proxy statement. Please note that this shareholder vote is advisory only and thus is nonbinding on the company, although our Board will, of course, consider the views of our shareholders and setting our compensation plans for our named executive officers. At this time, I would entertain a motion to ratify the compensation of our 5 named executive officers for the company's most recent fiscal year. Do I hear such a motion. Thank you. Do I have a second. Thank you. The motion on the floor is be it resolved that the compensation paid to the company's named executive officers for 2025, as disclosed in our proxy statement, pursuant to the compensation rules of the Securities and Exchange Commission, Asset forth and Item 402 of Regulation S-K, including the compensation discussion and analysis, the summary compensation tables and the related narrative discussion be hereby approved. I confer with Mr. Cano, who advises me that on this proposal, voting in favor were $92,117,170 shares or 93.2%, voting against were 6,455,002 shares 6.5% and abstaining were 284,693 shares or 0.3%. Since the number of shares voting in favor of the proposal exceeds a majority of the shares represented in voting at the meeting with the affirmative votes constituting a majority of the required quorum, this nonbinding advisory proposal passes. Our third and final item of business is a proposal to ratify the appointment of KPMG LLP as the company's independent public accountants for the company's 2026 fiscal year. This proposal is also explained in further 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 2026 fiscal year. Do I hear such a motion? Do I have the second. Thank you. The motion on the floor is be it resolved with the appointment of KPMG LLP as the company's independent public accountants for the fiscal year ending December 31, 2026, be and hereby is ratified and approved. Again, I confirm to Mr. Cano, who advises me that on this proposal, voting in favor 114,187,374 shares or 99.6% against 403,538 shares or 0.3% and abstaining 105,783 shares or 0.1%. Since the number of shares voting in favor of proposal exceeds a majority of the shares represented in voting at the meeting with the affirmative votes constituting a majority of the required quorum, the proposal passes. That concludes the business portion of today's annual meeting. Thank you, and I'll now turn the meeting back over to Dave Brager.

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 questions 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 telephone. Questions should be asked only by shareholders and each person asking a question should identify themselves either in person or over the telephone by stating their name and affirming that they are a shareholder. So that we can be fair to all shareholders who may have a question, each person is requested to limit himself or herself to 1 question plus a follow-up only if needed on the same topic and to limit his or her questions to a maximum of 1 minute. Please allow for a complete response before seeking to ask any follow-up question. Operator, we're now ready to take questions. Are there any questions in the room first? No questions in the room. Operator, we're now ready to take questions from the phone.

There are no questions over the phone.

Is there any other business to come before this meeting? If not, I will turn it over to Hal Oswal for closing.

Thank you, Dave. Once again, I would like to reiterate how excited we are regarding our transformational merger with Heritage. In concluding this meeting, we'd like to thank the bank's associates, our directors and our shareholders for their continued loyalty and support. We hope everyone stays safe and healthy. At this time, I would entertain a motion to adjourn the meeting. May I have second. We are adjourned.

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