UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On March 26, 2026, Heritage Commerce Corp (“Heritage”) held a special meeting of shareholders (the “Special Meeting”) in connection with the proposed merger of Heritage with and into CVB Financial Corp. (“CVBF,” and such merger, the “Merger”), pursuant to that certain Agreement and Plan of Reorganization and Merger, dated as of December 17, 2025, by and between Heritage and CVBF (the “Merger Agreement”). At the Special Meeting, Heritage’s shareholders considered three matters related to the Merger, each of which is described more fully in the joint proxy statement/prospectus of Heritage and CVBF, dated as of February 12, 2026 (the “Joint Proxy Statement/Prospectus”), as supplemented by filings made by Heritage and CVBF with the U.S. Securities and Exchange Commission on March 18, 2026.
At the close of business on February 9, 2026, the record date for the Special Meeting, there were 61,552,260 shares of common stock, no par value per share, of Heritage (“Heritage common stock”) outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 42,805,789 shares of Heritage common stock were represented in person or by proxy, which represented 69.5% of the shares of Heritage common stock outstanding and entitled to vote at the Special Meeting, constituting a quorum to conduct business.
The vote results on the matters presented at the Special Meeting are set forth below.
Proposal 1: Merger Proposal
The proposal to approve the principal terms of the Merger Agreement and the transactions contemplated thereby, including the merger of Heritage with and into CVBF and the cancellation of each outstanding share of Heritage common stock, other than excluded shares, in exchange for the right to receive 0.65 shares of CVBF common stock, was approved by the votes set forth below:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 42,403,674 |
114,518 | 287,597 | 0 |
Proposal 2: Merger-Related Compensation Proposal
The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Heritage’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement, was approved and received the votes set forth below:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 32,622,919 |
9,219,597 | 963,273 | 0 |
Proposal 3: Adjournment Proposal
The proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the merger proposal or to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus is timely provided to Heritage shareholders, was approved by the votes set forth below:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 40,827,731 |
1,152,394 | 825,664 | 0 |
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Because there were sufficient votes to approve the Merger Proposal, no adjournment of the Special Meeting was determined to be necessary or appropriate, and accordingly, the Special Meeting was not adjourned and proceeded to conclusion.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On March 26, 2026, Heritage and CVBF issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of CVBF’s shareholders also held on March 26, 2026, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. The information in the materials is presented as of March 26, 2026, and the Company does not assume any obligations to update such information in the future.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
| 99.1 | Joint Press Release dated March 26, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 27, 2026
Heritage Commerce Corp
| By: /s/ Seth Fonti |
| Name: Seth Fonti |
| Executive Vice President and Chief Financial Officer |
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