CVB Financial Corp. (CVBF) Earnings Call Transcript

Good morning, and welcome to the CVB Financial Corp. 2024 Annual Meeting of Shareholders. [Operator instructions] please note this event is being recorded. I would now like to turn the conference over to 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 CVB Financial Corp.'s future financial position and results of operations. Such statements involve risks and uncertainties, and future activities and results may differ materially from current expectations. The speakers on this call claim the protection of the safe harbor provisions in the Private Securities Litigation Reform Act of 1995. For a more complete discussion of the risks and uncertainties that may cause our actual results to differ materially from our forward-looking statements, please see CVB's financial annual report on Form 10-K for the year ended December 31, 2023, and in particular, the information set forth in Item 1A, risk factors therein. I would now like to turn the meeting over to David Brager, President and Chief Executive Officer of CVB Financial Corp. and Citizens Business Bank.

Thank you, Christina, and good morning, everyone. Welcome to the 49th Annual Meeting of Shareholders for CVBF. I am David Brager, the President and Chief Executive Officer of CVBF and Citizens Business Bank. I would like to announce that Hal Oswalt, Chairman of the Board, will preside over the meeting, and Michelle Edu will serve as the 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 Michelle Edu, who is on my left, I would now like to introduce Hal Oswalt to say a few words. Hal?

Thank you, Dave. Well, good morning, everybody, and welcome to all of our shareholders. I would like to note that the meeting format, including both is in person and through the conference call facility. I would also like to note 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, please. First, we would like to stand and say the pledge of allegiance to all those here. I pledge allegiance to my Flag and the Republic for which it stands, one nation, indivisible, with liberty and justice for all. Thank you. Next, I would like to announce the selection by the Board of Directors, Mark Cano of Computershare as our Inspector of Elections and ask Mark to identify himself to those present here at the meeting. Thank you, Mark. May I have a motion to ratify the appointment of Mark as Inspector of Elections -- do I have a second. All those in favor, Aye. All those opposed, [indiscernible]. The next thing I would like to do is to introduce the directors, all of whom are present today: first, our Vice Chairman, George Borba, Jr; our former Chairman, Ray O'Brien, Steve Del Guercio, Anna Kan, Jane Majors and Kim Sheehy. Thank you all for being here. I would now like to hand the gavel and the microphone back to Dave Brager.

Thank you, Hal. Due to the mostly virtual nature of the meeting, I will not be presenting a formal presentation. I would point you to our April 2024 investor presentation, our 2023 Form 10-K and our 2024 first quarter Form 10-Q for any additional information on our company. I would also like to note that while this is our 49th Annual Shareholders' Meeting, the year 2024 represents the 50th year we've been in business since Citizens Business Bank was founded in 1974. We're proud of the remarkable growth that we've achieved over this period and the returns we've earned for our investors, while at the same time, maintaining a fundamentally safe and sound banking organization. We're also 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 played in many of our communities. I would ask that all questions should be reserved until the end of the meeting. I would also request that anyone with questions limit yourself to one question and one 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 matters of the meeting. Richard?

Thank you, Dave. Good morning, everyone. We'll now move through the official business and legal portion of our 2024 Annual Shareholders Meeting. Before we proceed to the business items for today's meeting, there are 2 procedural matters we need to address. The first one is the reading of the legal notice of this annual meeting. Computershare, the company's transfer agent has provided me with an affidavit of mailing of the notice of the meeting, which states that notice of this annual meeting with instructions on how to obtain copies of the proxy materials was mailed on or about April 3, 2024, to all CVB Financial Corp. shareholders of record as of March 22, 2024. This affidavit is available here at our corporate headquarters, if any shareholder wishes to examine it and will be filed with the minutes of this annual meeting. So 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?

[Indiscernible].

Thank you, do i have a second? Thank you. All in favor, signify by saying aye.

Aye.

Any nays? and the motion carries. The second procedural item we need to address is the quorum report. Again, I've conferred with Mark Cano, Inspector of Elections, who's advised me that the number of shares of CVB Financial Corp. outstanding on the record date of March 22, 2024, for this annual meeting is 139,684,299 shares. And the shareholder votes present by proxy and in person for this meeting are 122,424,716 shares, which constitute 87.6% of our outstanding shares. So the shares which are present and voting in person or by proxy, constitute at least the majority of CVB Financial Corp.'s outstanding shares. I'm pleased to report that we have a quorum of shares represented and voting at this meeting. Now let's move to the actual business items that is the subject of today's annual meeting. As set forth in our notice of annual meeting, there are 3 items of business to be conducted. They are as follows: number one, election of 8 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 2023. That's called our say-on-pay resolution. And third, ratification of the appointment of KPMG LLP as our independent registered public accountants of CVB Financial Corp. for the year ending December 31, 2024. So the first item of business is the election of 8 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 the annual meeting, the Board of Directors has nominated the following 8 persons to serve as directors of the company. George Borba, Jr.; David A. Brager, Stephen Del Guercio, Anna Kan, Jane Olvera Majors, Raymond O'Brian III, Hal W. Oswalt and Kimberly Sheehy. May I please have a motion to place a nomination to the Board's 8 nominees?

Motion.

May I 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 were referenced in the 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 8 nominees. May I have a motion to close the nominations.