<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CVB FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
<PAGE> 2
CVB FINANCIAL CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 1996
TO THE SHAREHOLDERS OF CVB FINANCIAL CORP.:
NOTICE IS HEREBY GIVEN that, pursuant to its Bylaws and the call of its
Board of Directors, the Annual Meeting of Shareholders (the "Meeting") of CVB
Financial Corp. (the "Company") will be held at the Red Lion Inn, 222 North
Vineyard, Ontario, California 91764 on Wednesday, May 15, 1996, at 7:00 p.m.,
for the following purposes, all as set forth in the attached Proxy Statement:
1. ELECTION OF DIRECTORS. To elect seven persons to the Board of
Directors to serve until the 1997 Annual Meeting of Shareholders and until
their successors are elected and have qualified. The following seven
persons are the Board of Directors' nominees:
<TABLE>
<S> <C>
George A. Borba Charles M. Magistro
John A. Borba John Vander Schaaf
Ronald O. Kruse D. Linn Wiley
John J. LoPorto
</TABLE>
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS. To
ratify the appointment of Deloitte & Touche as the Company's independent
public accountants for the year ending December 31, 1996.
3. OTHER BUSINESS. To transact such other business as may properly
come before the Meeting and at any and all adjournments thereof.
The Bylaws of the Company provide for the nomination of directors in the
following manner:
"Nominations for election of members of the Board of Directors may be
made by the Board of Directors or by any shareholder of any outstanding
class of voting stock of the corporation entitled to vote for the election
of directors. Notice of intention to make any nominations, other than by
the Board of Directors, shall be made in writing and shall be received by
the President of the corporation no more than 60 days prior to any meeting
of shareholders called for the election of directors, and no more than 10
days after the date the notice of such meeting is sent to shareholders
pursuant to Section 2.2 of these bylaws; provided, however, that if only 10
days' notice of the meeting is given to shareholders such notice of
intention to nominate shall be received by the President of the corporation
not later than the time fixed in the notice of the meeting for the opening
of the meeting. Such notification shall contain the following information
to the extent known to the notifying shareholder: (a) the name and address
of each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the number of shares of voting stock of the corporation owned
by each proposed nominee; (d) the name and residence address of the
notifying shareholder; and (e) the number of shares of voting stock of the
corporation owned by the notifying shareholder. Nominations not made in
accordance herewith shall be disregarded by the then chairman of the
meeting, and the inspectors of election shall then disregard all votes cast
for each nominee."
Only those shareholders of record at the close of business on April 1, 1996
shall be entitled to notice of and to vote at the Meeting.
<PAGE> 3
IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO SIGN AND RETURN
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY THEN
WITHDRAW YOUR PROXY AND VOTE IN PERSON. IN ORDER TO FACILITATE THE PROVIDING OF
ADEQUATE ACCOMMODATIONS, PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING.
By Order of the Board of Directors
/s/ DONNA MARCHESI
------------------------------------
DONNA MARCHESI
Corporate Secretary
Dated: April 12, 1996
<PAGE> 4
CVB FINANCIAL CORP.
701 NORTH HAVEN AVENUE, SUITE 350
ONTARIO, CALIFORNIA 91764
(909) 980-4030
------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1996
------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CVB Financial Corp. (the "Company") for use
at its Annual Meeting of Shareholders (the "Meeting") to be held at the Red Lion
Inn, 222 North Vineyard, Ontario, California 91764 on Wednesday, May 15, 1996,
at 7:00 p.m., and at any and all adjournments thereof. It is expected that this
Proxy Statement and enclosed form of proxy will be mailed to shareholders on or
about April 12, 1996.
MATTERS TO BE CONSIDERED
The matters to be considered and voted upon at the Meeting will be:
1. ELECTION OF DIRECTORS. Electing seven persons to the Board of
Directors to serve until the 1997 Annual Meeting of Shareholders and until
their successors are elected and have qualified.
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC
ACCOUNTANTS. Ratifying the appointment of Deloitte & Touche as the
Company's independent public accountants for the year ending December 31,
1996.
3. OTHER BUSINESS. Transacting such other business as may properly
come before the Meeting and at any and all adjournments thereof.
COSTS OF SOLICITATION OF PROXIES
The Company will bear the costs of this solicitation, including the expense
of preparing, assembling, printing and mailing this Proxy Statement and the
material used in this solicitation of proxies. It is contemplated that proxies
will be solicited principally through the mails, but directors, officers and
regular employees of the Company may solicit proxies personally or by telephone.
Although there is no formal agreement to do so, the Company may reimburse banks,
brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expense in forwarding these proxy materials to their principals. In
addition, the Company may pay for and utilize the services of individuals or
companies not regularly employed by the Company in connection with the
solicitation of proxies if the Board of Directors of the Company determines that
this is advisable.
OUTSTANDING SECURITIES, VOTING RIGHTS AND REVOCABILITY OF PROXIES
There were issued and outstanding 9,015,052 shares of the Company's common
stock, no par value per share ("Common Stock"), on April 1, 1996, which has been
set as the record date (the "Record Date") with respect to this solicitation for
the purpose of determining the shareholders entitled to notice of and to vote at
the Meeting. The Company's Articles of Incorporation also authorize the issuance
of up to 20,000,000 shares of Serial Preferred Stock of which no shares are
presently issued and outstanding.
<PAGE> 5
Each holder of Common Stock will be entitled to one vote, in person or by
proxy, for each share of Common Stock standing in his or her name on the books
of the Company as of the record date for the Meeting on any matter submitted to
the vote of the shareholders, except that in connection with the election of
directors, the shares are entitled to be voted cumulatively if a shareholder
present at the Meeting has given notice at the Meeting prior to the voting of
his or her intention to vote his or her shares cumulatively. If any shareholder
has given such notice, all shareholders may cumulate their votes for candidates
in nomination. Cumulative voting entitles a shareholder to give one nominee as
many votes as is equal to the number of directors to be elected, multiplied by
the number of shares owned by such shareholder, or to distribute his or her
votes on the same principle between two or more nominees as he or she sees fit.
In the election of directors, the seven candidates receiving the highest
number of votes are elected. Discretionary authority to cumulate votes is hereby
solicited by the Board of Directors, and the return of an executed proxy shall
grant such authority.
Ratification of the appointment of Deloitte & Touche as the Company's
independent public accountants requires the affirmative vote of the majority of
the shares of the Company's Common Stock present at the Meeting in person or by
proxy and entitled to vote.
A proxy for use at the Meeting is enclosed. The proxy must be signed by you
or your authorized agent. Any shareholder who executes and delivers such proxy
has the right to revoke it at any time before it is exercised by filing with the
Corporate Secretary of the Company an instrument revoking it or a duly executed
proxy bearing a later date. It may also be revoked by attendance at the Meeting
and election to vote thereat. Subject to such revocation, all shares represented
by a properly executed proxy received in time for the Meeting will be voted by
the proxy holders in accordance with the instructions on the proxy. If no
instruction is specified in respect to a matter to be acted upon, the shares
represented by the proxy will be voted "FOR" the election of the nominees for
directors set forth herein and "FOR" the ratification of Deloitte & Touche as
the Company's independent public accountants for the year ending December 31,
1996. It is not anticipated that any matters will be presented at the Meeting
other than as set forth in the accompanying Notice of the Meeting. If, however,
any other matters properly are presented at the Meeting, the proxy will be voted
in accordance with the best judgment and in the discretion of the proxy holders.
Abstentions from voting on any matter other than in the election of directors
will have the effect of a vote "AGAINST" the proposal.
If you hold your shares of Common Stock in "street name" and you fail to
instruct your broker or nominee as to how to vote such shares of Common Stock,
your broker or nominee may, in its discretion, vote your shares of Common Stock
"FOR" the election of the nominees for director set forth herein and "FOR"
ratification of the appointment of Deloitte & Touche as the Company's
independent public accountants for the year ending December 31, 1996.
2
<PAGE> 6
BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock as
of the Record Date by each person known to the Company to be the beneficial
owner of more than five percent of the outstanding shares of Common Stock, by
each executive officer, director and nominee for director of the Company, and by
all directors and executive officers as a group:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(2)
-----------------------------
NUMBER PERCENT
NAME OF SHARES OF CLASS(3)
-------------------------------------------------- --------- -----------
<S> <C> <C>
George A. Borba(1)................................ 1,550,401(4) 17.13%
Chairman of the Board and Nominee
John A. Borba(1).................................. 449,106(4) 4.96%
Director and Nominee
Ronald O. Kruse(1)................................ 491,345(4) 5.43%
Director and Nominee
Charles M. Magistro(1)............................ 653,632(4) 7.22%
Director and Nominee
John Vander Schaaf(1)............................. 685,786(4) 7.58%
Director and Nominee
John J. LoPorto................................... 240,907(4)(5) 2.67%
Director and Nominee
D. Linn Wiley,.................................... 147,928(6) 1.63%
President, Chief Executive Officer,
Director and Nominee
Vincent T. Breitenberger,......................... 48,359(7) *
Executive Vice President
Jay W. Coleman,................................... 48,338(8) *
Executive Vice President
Robert J. Schurheck,.............................. 48,338(9) *
Executive Vice President,
Chief Financial Officer
Directors and Executive Officers (10 persons)..... 4,364,140(10) 46.40%
</TABLE>
- ---------------
* Less than 1%.
(1) The address of each of these persons is care of the Company: 701 North
Haven Avenue, Suite 350, Ontario, California 91764.
(2) Except as otherwise noted below, each nominee directly or indirectly has
sole or shared voting and investment power with respect to the shares
listed.
(3) The percentage for each of these persons or group is based upon the total
number of shares of Common Stock outstanding as of the Record Date plus the
shares which the respective individual or group has the right to acquire
within 60 days after the Record Date by the exercise of stock options
vested pursuant to the Company's 1991 Stock Option Plan.
(4) Includes 36,600 shares which each individual has the right to acquire
within 60 days after the Record Date by the exercise of stock options
vested pursuant to the Company's 1991 Stock Option Plan.
(5) Includes 947 shares held by Mr. LoPorto as Custodian for his grandchildren.
(6) Includes 59,323 shares which Mr. Wiley has the right to acquire within 60
days after the Record Date by the exercise of options vested pursuant to
the Company's 1991 Stock Option Plan.
(7) Includes 26,338 shares which Mr. Breitenberger has the right to acquire
within 60 days after the Record Date by the exercise of stock options
vested pursuant to the Company's 1991 Stock Option Plan.
(8) Includes 48,338 shares which Mr. Coleman has the right to acquire within 60
days after the Record Date by the exercise of stock options vested pursuant
to the Company's 1991 Stock Option Plan.
3
<PAGE> 7
(9) Includes 37,338 shares which Mr. Schurheck has the right to acquire within
60 days after the Record Date by the exercise of stock options vested
pursuant to the Company's 1991 Stock Option Plan.
(10) Includes 390,937 shares which members of the group have the right to
acquire within 60 days after the Record Date by the exercise of stock
options vested pursuant to the Company's 1991 Stock Option Plan.
DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the number of directors shall be not
less than seven nor more than 13 until changed by a bylaw amending Section 3.3
of the Company's Bylaws, duly adopted by the vote or written consent of the
Company's shareholders. The Bylaws further provide that the exact number of
directors shall be fixed from time to time, within the foregoing range, by a
bylaw or amendment thereof duly adopted by the vote or written consent of the
Company's Board of Directors. The number of directors currently is fixed at
seven.
The persons named below, all of whom are present members of the Board of
Directors of the Company, will be nominated for election to serve until the next
Annual Meeting of Shareholders and until their successors are elected and have
qualified. Each of these persons is also a member of the Board of Directors of
the Company's principal subsidiary, Citizens Business Bank (the "Bank"). Votes
will be cast pursuant to the enclosed proxy in such a way as to effect the
election of said seven nominees, or as many thereof as possible, under
applicable voting rules. In the event that any of the nominees should be unable
or unwilling to accept nomination for election as a director, it is intended
that the proxy holders will vote for the election of such substitute nominees,
if any, as shall be designated by the Board of Directors. The Board of Directors
has no reason to believe that any nominee will be unable or unwilling to serve
if elected to office.
The following table sets forth certain information, as of December 31,
1995, with respect to those persons who are to be nominated by the Board of
Directors for election as directors.
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED OR
PRINCIPAL OCCUPATION APPOINTED
NAME AND POSITION FOR PAST FIVE YEARS AGE A DIRECTOR
------------------------------------------ -------------------------------- --- -----------
<S> <C> <C> <C>
George A. Borba(1) Dairy Farmer, George Borba & Son 63 1981
Chairman of the Board Dairy
John A. Borba(1) Dairy Farmer, John Borba & Sons 68 1981
Director
Ronald O. Kruse Chairman, Kruse Investment Co., 57 1981
Vice Chairman of the Board and Director Inc.(2)
John J. LoPorto Investor 63 1981
Director
Charles M. Magistro Physical Therapy Consultant 71 1981
Vice Chairman of the Board and Director
John Vander Schaaf Dairy Farmer, Vander Schaaf 70 1981
Director Dairy
D. Linn Wiley President and Chief Executive 57 1991
President, Chief Executive Officer and Officer, CVB Financial Corp. and
Director Citizens Business Bank(3)
</TABLE>
- ---------------
(1) George A. Borba and John A. Borba are brothers.
(2) Prior to joining Kruse Investment Co., Inc., Mr. Kruse was Chairman of O.H.
Kruse Grain & Milling from 1974 through August 31, 1995.
(3) Prior to joining the Company and Bank on August 21, 1991, Mr. Wiley served
as an Executive Vice President of Wells Fargo Bank from April 1, 1990 to
August 20, 1991. From 1988 to April 1, 1990,
4
<PAGE> 8
Mr. Wiley served as the President and Chief Administrative Officer of
Central Pacific Corporation, and from 1983 to 1990 he served as the
President and Chief Executive Officer of American National Bank.
THE BOARD OF DIRECTORS AND COMMITTEES
The Company has eight standing committees including an Audit Committee, a
Personnel Committee and a Stock Option Committee. As the Company has no
nominating committee, the procedures for nominating directors, other than by the
Board of Directors itself, are set forth in the Company's Bylaws and in the
Notice of Annual Meeting of Shareholders.
The Audit Committee of the Company, which held 12 meetings in 1995, is
chaired by Mr. J. Borba, and Messrs. J. LoPorto, R. Kruse and J. Vander Schaaf
are members. The purpose of the Audit Committee, among other things, is to
direct the activities of the Audit Department of the Bank in order to fulfill
the legal and technical requirements necessary to adequately protect the
directors, shareholders and employees of the Company and the Bank. It is also
the responsibility of this committee to recommend to the Board of Directors the
appointment of independent accountants and to make certain that the Audit
Department has the necessary freedom and independence to freely examine all the
Bank records.
The Personnel Committee of the Company, which held five meetings during
1995, is chaired by Mr. C. Magistro, and Messrs. G. Borba, J. Borba, R. Kruse
and D.L. Wiley are members. The purpose of the Personnel Committee is to review
and approve personnel policies and the issues related to the compensation of the
officers and employees of the Bank.
The Stock Option Committee of the Company, which held one meeting during
1995, is chaired by Mr. G. Borba, and Messrs. J. Borba, R. Kruse, C. Magistro,
J. LoPorto and J. Vander Schaaf are members. The purpose of the Stock Option
Committee is to administer the Company's stock option plans, including making
all decisions regarding the grant of options thereunder.
During the year ended December 31, 1995, the Board of Directors of the
Company held a total of 14 meetings, and the Board of Directors of the Bank held
a total of 14 meetings. All of the persons who were directors of the Company and
the Bank during 1995 attended at least 75% of the aggregate of (i) the total
number of such Company and Bank Board meetings and (ii) the total number of
meetings held by all committees of the Board of Directors of the Company or Bank
on which he served during such year.
5
<PAGE> 9
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary of Cash and Certain Other Compensation
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the three other executive officers of the
Company (determined as of the end of the last fiscal year) (the "Named
Executives") for each of the fiscal years ended December 31, 1995, 1994 and
1993:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUT
---------------------------------- --------------------------- ---------
OTHER
ANNUAL RESTRICTED ALL OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($) AWARDS($) SARS(#)(3) PAYOUT($) SATION($)(1)
- ----------------------------- ---- --------- -------- --------- -------------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
D. LINN WILEY 1995 516,357(2) 187,680 -- -- 3,795(3) -- 11,996
President and 1994 660,775(2) 227,825 -- -- 0 -- 18,747
Chief Executive Officer 1993 596,000(2) 155,775 -- -- 0 -- 18,748
VINCENT T. BREITENBERGER 1995 197,400 93,765 -- -- 7,436(3) -- 11,996
Executive Vice President and 1994 188,000 84,600 -- -- 0 -- 18,747
Senior Loan Officer of the 1993 179,000 83,950 -- -- 0 -- 18,748
Bank
JAY W. COLEMAN 1995 140,000 30,450 -- -- 7,436(3) -- 11,996
Executive Vice President of 1994 132,500 35,775 -- -- 0 -- 12,728
Sales and Service Division 1993 126,000 34,020 -- -- 0 -- 12,728
of the Bank
ROBERT J. SCHURHECK 1995 135,000 36,450 -- -- 7,436(3) -- 11,996
Chief Financial Officer of 1994 126,000 37,800 -- -- 0 -- 11,394
the Company and Executive 1993 120,000 33,300 -- -- 0 -- 11,394
Vice President/Chief
Financial Officer of the
Bank
</TABLE>
- ---------------
(1) Represents amounts contributed by the Bank to the Profit Sharing Plan and
allocated to the Named Executive's vested or unvested account under such
plan.
(2) Includes $176,357 for 1995, $335,775 for 1994 and $286,000 for 1993 that
represents the dollar value of the 13,310 shares of Common Stock, 24,200
shares of Common Stock and 22,000 shares of Common Stock on the date such
stock was granted during 1995, 1994 and 1993, respectively, to Mr. Wiley
pursuant to his employment agreement. See "DIRECTORS AND EXECUTIVE
OFFICERS -- Compensation of Executive Officers and Directors -- Employment
Agreements and Termination of Employment Arrangements."
(3) Represents options that were granted in 1995, retroactively adjusted for the
10% dividend paid in January 1996.
6
<PAGE> 10
Employment Agreements and Termination of Employment Arrangements
The Company and the Bank entered into an agreement with Mr. Wiley that is
dated August 8, 1991 and sets forth the compensation Mr. Wiley will receive for
his services as President and Chief Executive Officer of the Company and the
Bank. The agreement provides for an annual base salary of at least $300,000. The
agreement further provides that Mr. Wiley will receive a $75,000 bonus for 1991
and will be eligible to receive an annual bonus of $200,000 for each year
thereafter; provided, however, that the actual amount paid may be more or less
depending on the attainment of certain goals. In addition, as compensation for
each full year of service, Mr. Wiley will receive an unrestricted, fully vested
and non-forfeitable Common Stock grant, together with certain additional cash
compensation, on August 21 of each year commencing with August 21, 1992. The
number of shares to be granted each year is as follows (subject to standard
antidilution adjustments including the 10% stock dividends paid by the Company
in January 1993, January 1994, January 1995 and January 1996): 10,000 shares in
1992, 20,000 shares in 1993, 20,000 shares in 1994, 10,000 shares in 1995,
10,000 shares in 1996 and 10,000 shares in 1997. In the event Mr. Wiley is
terminated for reasons other than cause, or he elects to resign upon a change in
control, he shall be entitled to receive a sum equal to one year's base salary
at the rate being paid to him at the time of such termination or resignation.
Additionally, the agreement provides for certain other benefits, including the
grant of an option to purchase 50,000 shares of Common Stock at an exercise
price equal to the fair market value of such stock on the date of grant, use of
an automobile, a country club membership, participation in the Bank's Profit
Sharing Plan and medical and life insurance benefits.
Stock Options
The following table provides information with respect to stock options to
purchase shares of Common Stock or other securities of the Company granted
during the fiscal year ended December 31, 1995 to any of the Named Executives.
OPTION/SAR GRANTS IN FISCAL YEAR 1995
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
------------------------- REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL
SECURITIES TOTAL RATES OF
UNDERLYING OPTIONS/ STOCK PRICE
OPTIONS/ SARS EXERCISE APPRECIATION FOR
SARS GRANTED TO OR BASE OPTION TERM
GRANTED EMPLOYEES PRICE EXPIRATION ------------------
NAME (#)(1) IN 1995 ($/SH)(1) DATE 5%($) 10%($)
- --------------------------- ---------- ---------- ---------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
D. Linn Wiley.............. 3,795 3.08% 12.73 4-19-05 30,382 76,994
Vincent T. Breitenberger... 7,436 6.04% 12.73 4-19-05 59,531 150,864
Jay W. Coleman............. 7,436 6.04% 12.73 4-19-05 59,531 150,864
Robert J. Schurheck........ 7,436 6.04% 12.73 4-19-05 59,531 150,864
</TABLE>
- ---------------
(1) Retroactively adjusted for the 10% stock dividend paid in January 1996.
7
<PAGE> 11
Option Exercises and Holdings
The following table provides information with respect to the Named
Executives concerning the exercise of options during the fiscal year ended
December 31, 1995 and unexercised options held by the Named Executives as of
December 31, 1995:
AGGREGATED OPTION(1) EXERCISES IN FISCAL YEAR 1995
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES VALUE OF UNEXERCISED
ACQUIRED NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ON VALUE OPTIONS AT 12/31/95 (#)(2) AT 12/31/95($)(3)
EXERCISE REALIZED ---------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
D. Linn Wiley.............. 0 N/A 58,564 18,436 475,167 122,673
Vincent T. Breitenberger... 20,000 133,500 24,851 19,148 201,640 102,631
Jay W. Coleman............. 0 N/A 46,851 19,148 380,132 102,631
Robert J. Schurheck........ 10,000 71,800 35,851 19,148 290,890 102,631
</TABLE>
- ---------------
(1) The Company has no plans pursuant to which stock appreciation rights may be
granted.
(2) Retroactively adjusted for the 10% stock dividend paid in January 1996.
(3) Value of unexercised "in-the-money" options is the difference between the
fair market value of the securities underlying the options or SARs and the
exercise or base price of the options or SARs at exercise or fiscal
year-end, respectively.
Board of Directors' Report on Executive Compensation
With the exception of decisions related to stock options, decisions on the
compensation of the Company's executives, including the Named Executives, during
1995 were approved by the entire Board of Directors. Decisions with respect to
stock options are made by the Stock Option Committee which is comprised of all
of the Company's non-employee directors.
The Report of the Board of Directors shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates the information contained in the report by reference,
and shall not otherwise be deemed filed under such acts.
REPORT OF THE BOARD OF DIRECTORS
The Company has adopted a basic philosophy and practice of offering a
compensation program designed to attract and retain highly qualified employees.
It is intended to encourage and motivate these individuals to achieve superior
performance. This underlying philosophy pertains specifically to executive
compensation, as well as employee compensation at all other levels throughout
the organization.
There are three principal components of the executive compensation
program.(1) They include base salary compensation, bonus compensation
(performance compensation) and long-term incentive compensation.
For 1995, the base salary compensation for each of the Company's executive
officers, including the Named Executives other than Mr. Wiley, was determined by
first establishing a range of base salary compensation for each executive. This
salary range is predicated on the California Bankers Association salary survey
and other salary information and considerations. The mid-point of the base
salary range was placed at the higher end of the average base salary range of
other California financial institutions of comparable size.
- ---------------
(1) The company has no policy on qualifying executive compensation for
deductibility under Section 162(m) of the Internal Revenue Code of 1986, as
amended.
8
<PAGE> 12
This reflects the Company's willingness to pay a higher base salary than its
competitors to attract and retain highly qualified executives and employees.
Each executive has a base salary which was established within this range.
It is predicated on the executive's ability, experience and past and potential
performance and contribution to the Company. Furthermore, each base salary was
established in such a manner that the Company will have the ability to increase
these base salaries within the salary ranges in future years based on the
executive's performance. In the event an executive's base salary for the prior
year was above the range, the base salary was held constant at the same level as
the prior year. The full Board of Directors approved both the range and the
actual base salary for each executive officer.
The range of each executive's base salary will be evaluated and adjusted,
if appropriate, in subsequent years, based on future salary surveys, comparable
salary information and other considerations. Base salary adjustments for each
executive will be predicated primarily on performance and the executive's
position in the base salary range. Performance evaluations are conducted at
least annually, and they are based primarily on results achieved. These results
are measured against specific performance standards established at the beginning
or during the course of the year. For example, a branch manager would have
performance objectives and standards based on, among other things, deposit
growth, fee income, expense control and net earnings.
Bonus compensation is based on return on equity for the Bank and other
specific performance criteria. The Bank must achieve a minimum return on equity
for anyone to be eligible for a bonus. This criterion was a minimum return on
average equity of 15% for 1995. The actual return on average equity for the Bank
for the year was 17.21%. Assuming the minimum return on equity is achieved, for
each individual, 50% of the bonus award is based on return on equity and 50% of
the bonus award is based on individual performance as measured against specific
performance objectives and standards established at the beginning of the year.
The individual performance objectives and standards relate to specific results
where the executive has substantial influence and accountability. All bonuses
paid to executive officers, including the Named Executives, for service during
1995 were approved by the full Board of Directors.
The Company maintains two compensation plans that are intended to provide
long-term incentives for its executive officers. They include a Stock Option
Plan and a Profit Sharing Plan.
The Stock Option Plan is designed to align the interests of key employees,
including the Named Executives, with those of shareholders. It is intended to
provide these employees with an incentive to achieve superior performance by
granting them long-term options to purchase Company Common Stock at a fixed
exercise price that equals the fair market value of the underlying stock on the
date of the grant. The Stock Option Plan is administered by the Stock Option
Committee, which is comprised of all the Company's non-employee directors. This
committee has the authority to select the key employees to whom stock options
are granted and the number of options granted to such persons. The members of
the Stock Option Committee do not utilize any performance goals in determining
the number of options to be granted, nor do they consider the number of options
previously granted to an executive officer. Rather, the members base the award
of stock options on their own analysis of that employee's contribution to the
Company, including an assessment of the employee's responsibilities, as well as
the employee's commitment to the Company's future.
The Profit Sharing Plan is designed primarily to provide retirement
benefits to all eligible employees, including Named Executives. It also has
death and disability features. Employees become eligible upon completing at
least one year of service. Annual contributions are made solely by the Company.
These contributions are entirely discretionary, and they are approved by the
Board of Directors based on the earnings of the Company. For 1995, the Company
contributed $780,189, or 8% of total employee base salary and bonus, to the
Profit Sharing Plan. Contributions are allocated proportionately to the accounts
of plan participants based on their base salaries and bonus. Plan participants
become fully vested in these amounts upon reaching seven years of service.
Mr. Wiley, the President and Chief Executive Officer of the Company and the
Bank, received compensation for his services during 1995 based primarily upon
his rights under his employment agreement with the Company and the Bank that was
entered into on August 8, 1991. The employment agreement
9
<PAGE> 13
provided that Mr. Wiley is eligible to receive a discretionary annual bonus.
This bonus is based on specific performance achievements as outlined above for
other executive officers. Mr. Wiley may receive a bonus of up to and including
83% of his base salary under this plan. He received an annual bonus of $187,680,
or 55.2% of base salary, for his services in 1995. This bonus was predicated on
return on average equity, deposit growth, noninterest expense control, net loan
losses and staff turnover. In addition to the benefits provided for under this
employment agreement, Mr. Wiley is an eligible participant in the Company's
Profit Sharing Plan. He received an unvested allocation of $11,996 for 1995.
This represents his proportionate share of the aggregate employer contribution
authorized by the Board of Directors for 1995.
Dated: March 20, 1996 THE BOARD OF DIRECTORS
GEORGE A. BORBA
JOHN A. BORBA
RONALD O. KRUSE
JOHN J. LoPORTO
CHARLES M. MAGISTRO
JOHN VANDER SCHAAF
D. LINN WILEY
Compensation Committee Interlocks and Insider Participation
No person who served as a member of the Personnel Committee or the Stock
Option Committee during the 1995 fiscal year has ever been an officer or
employee of the Company or any of its subsidiaries, except Mr. Wiley. However,
all decisions regarding compensation of executive officers during 1995 other
than those related to stock options or the base salary of Mr. Wiley, were made
by the entire Board of Directors. With the exception of Mr. Wiley, the President
and Chief Executive Officer of the Company and the Bank, none of the persons who
served as members of the Company's Board of Directors during the 1995 fiscal
year has ever been an officer or employee of the Company or any of its
subsidiaries.
10
<PAGE> 14
Performance Graph
The following graph compares, for the period from January 1, 1991 through
December 31, 1995, the yearly percentage change in the Company's cumulative
total shareholder return on Common Stock with (i) the cumulative total return of
the American Stock Exchange market index and (ii) the cumulative total return of
an index comprised of banks and bank holding companies headquartered in Southern
California and selected by Montgomery Securities. The graph assumes an initial
investment of $100 and reinvestment of dividends. The graph is not necessarily
indicative of future price performance.
The graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933 or under the Securities Exchange Act of 1934, except
to the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such acts.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG CVB FINANCIAL CORP., AMEX MARKET INDEX & PEER GOUP INDEX**
<TABLE>
<CAPTION>
SOURCE 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
CVB FINANCIAL CORP.** (MONTGOMERY) 100 89.60 100.33 150.79 197.42 210.28
AMEX MARKET INDEX (MEDIA GENERAL) 100 123.17 124.86 148.34 131.04 168.90
PEER GROUP INDEX*** (MONTG S.C. PROXY) 100 100.98 100.50 122.83 140.19 177.81
</TABLE>
Assumes $100 invested on January 1, 1991 in CVB Financial Corp., AMEX Market
Index, & Peer Group Index***
*Total return assumes reinvestment of dividends.
**Fiscal Year ending December 31.
***Source: Montgomery Securities "Western Bank Monitor", Southern California
Proxy.
11
<PAGE> 15
Director Compensation
In 1995, directors of the Company and the Bank received $2,922 per month
for Board and Committee meetings, except for the Chairman of the Board and one
of the two Vice Chairmen of the Board who received $8,346 and $5,565,
respectively, per month for such meetings. Mr. Wiley, the President and Chief
Executive Officer of the Company and the Bank, received no fees for serving as a
director of the Company or the Bank. The aggregate amount of directors' fees
paid in 1995 was $305,966. Each of the Company's non-employee directors is also
entitled to receive up to five annual fixed grants of options to purchase 5,000
shares per grant, subject to standard anti-dilution adjustments, of the
Company's Common Stock under the Company's 1991 Stock Option Plan. During 1995,
each non-employee director received a grant of nonqualified options to purchase
7,320 (as adjusted) shares of Common Stock at an exercise price of $12.61 per
share.
CERTAIN TRANSACTIONS
Some of the directors and executive officers of the Company and its
subsidiaries and the companies with which they are associated were customers of,
and had banking transactions with, the Bank in the ordinary course of its
business during 1995, and the Bank expects to have such banking transactions in
the future. All loans and commitments included in such transactions were made on
substantially the same terms, including interest rates, collateral and repayment
terms, as those prevailing at the time for comparable transactions with other
persons of similar creditworthiness and, in the opinion of the Board of
Directors of the Company, did not involve more than a normal risk of
collectibility or present other unfavorable features.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of a
requested class of the Company's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and the
American Stock Exchange. Executive officers, directors and greater than
ten-percent shareholders are required by Securities and Exchange Commission
regulation to furnish to the Company with copies of all Section 16(a) forms they
file.
Based solely on review of the copies of such forms furnished to the
Company, or written representation that no Form 5 was required, the Company
believes that during the fiscal year ended December 31, 1995 all executive
officers, directors and greater than ten-percent beneficial owners complied with
all Section 16(a) filing requirements applicable to them.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Deloitte & Touche as its independent
public accountants for the year ending December 31, 1996, and shareholders are
being asked to ratify the appointment. The appointment was recommended by the
Audit Committee. Deloitte & Touche, the Company's accountants for the year ended
December 31, 1995, performed audit services for 1995 which included the
examination of the consolidated financial statements and services related to
filings with the Securities and Exchange Commission. All professional services
rendered by Deloitte & Touche during 1995 were furnished at customary rates and
terms. Representatives of Deloitte & Touche will be present at the Meeting and
will be available to respond to appropriate questions from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
12
<PAGE> 16
ANNUAL REPORT
Together with this Proxy Statement, CVB Financial Corp. has distributed to
each of its shareholders an annual report for the year ended December 31, 1995.
The annual report contains consolidated financial statements of the Company and
its subsidiaries and the report thereon of Deloitte & Touche, the Company's
independent public accountants.
UPON WRITTEN REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE MEETING,
ADDRESSED TO DONNA MARCHESI, SECRETARY OF THE COMPANY, AT 701 NORTH HAVEN
AVENUE, SUITE 350, ONTARIO, CALIFORNIA 91764, THE COMPANY WILL PROVIDE WITHOUT
CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR 1995, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934.
PROPOSALS OF SHAREHOLDERS
Under certain circumstances, shareholders are entitled to present proposals
at shareholder meetings. Any such proposal to be included in the Proxy Statement
for the Company's 1997 Annual Meeting of Shareholders must be submitted by a
shareholder prior to December 14, 1996, in a form that complies with applicable
regulations.
OTHER BUSINESS
The Board of Directors knows of no other business which will be presented
for consideration at the Meeting other than as stated in the Notice of Meeting.
If, however, other matters are properly brought before the Meeting, it is the
intention of the persons named in the accompanying form of Proxy to vote the
shares represented thereby in accordance with their best judgment and in their
discretion, and authority to do so is included in the proxy.
Dated: April 12, 1996
CVB FINANCIAL CORP.
/s/ D. Linn Wiley
-------------------------------------
D. Linn Wiley
President and Chief Executive Officer
13
<PAGE> 17
PROXY
CVB FINANCIAL CORP.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder(s) hereby nominate(s), constitute(s) and
appoint(s) John A. Borba, John J. LoPorto and John Vander Schaaf, and each of
them, the attorneys, agents and proxies of the undersigned, with full powers of
substitution to each, to attend and act as proxy or proxies of the undersigned
at the Annual Meeting of Shareholders (the "Meeting") of CVB FINANCIAL CORP.
(the "Company") to be held at the Red Lion Inn, 222 North Vineyard, Ontario,
California 91764, on Wednesday, May 15, 1996, at 7:00 p.m., and at any and all
adjournments thereof, and to vote as specified herein the number of shares which
the undersigned, if personally present, would be entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND "FOR" RATIFICATION OF
APPOINTMENT OF DELOITTE & TOUCHE. THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED "FOR" THE ELECTION OF
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND "FOR" RATIFICATION OF
APPOINTMENT OF DELOITTE & TOUCHE.
PLEASE SIGN AND DATE ON REVERSE SIDE
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 18
Please mark
your votes as /X/
indicated in
this example.
1. ELECTION OF DIRECTORS.
Nominees: George A. Borba, John A. Borba, Ronald O. Kruse, John J. LoPorto,
Charles M. Magistro, John Vander Schaaf, and D. Linn Wiley
FOR
all nominees
listed below
(except as
indicated to the
contrary below). WITHHOLD
Discretionary AUTHORITY
authority to to vote for all
cumulate votes nominees
is granted. listed below.
/ / / /
(INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee write
that nominee's name in the space below.)
__________________________________________________________________________
2. RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE as independent public
accountants of the Company for the year ending December 31, 1996.
FOR AGAINST ABSTAIN
/ / / / / /
3. OTHER BUSINESS. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the Meeting and at any and all
adjournments thereof. The Board of Directors at present knows of no other
business to be presented by or on behalf of the Company or the Board of
Directors at the Meeting.
I (WE) WILL / / WILL NOT / / ATTEND THE MEETING IN PERSON.
PLEASE SIGN AND DATE BELOW
The undersigned hereby ratifies and confirms all that said attorneys and
proxies, or any of them, or their substitutes, shall lawfully do or cause to be
done by virtue hereof, and hereby revokes any and all proxies heretofore given
by the undersigned to vote at said Meeting. The undersigned acknowledges receipt
of the notice of said Annual Meeting and the Proxy Statement accompanying said
notice.
Dated: _________________________________________________________________, 1996
Signed _______________________________________________________________________
Signed _______________________________________________________________________
Please date this Proxy and sign above as your name(s) appear(s) on this card.
Joint owners should each sign personally. Corporate proxies should be signed by
an authorized officer. Executors, administrators, trustees, etc. should give
their full titles.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
