Description of CVB Financial Corp.s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
The following is a summary description of CVB Financial Corp.s Common Stock. This description is not complete and is qualified in its entirety by reference to the provisions of our Articles of Incorporation, as amended (articles of incorporation), and Amended and Restated Bylaws (bylaws), each of which is incorporated herein by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part, and the applicable provisions of the California General Corporation Law.
Our articles of incorporation provide the authority to issue 225,000,000 shares of common stock, no par value per share. At December 31, 2019, there were 140,102,480 shares of common stock issued and outstanding,
Each share of our common stock has the same relative rights and is identical in all respects to each other share of our common stock. The common stock has no preemptive, conversion or redemption rights or sinking fund provisions. Each outstanding share of CVB common stock is fully paid and nonassessable.
On any matter submitted to a vote of the shareholders, holders of common stock are entitled to one vote, in person or by proxy, for each share of common stock held of record in the shareholders name on our books as of the record date. In connection with the election of directors, which are elected by a plurality of votes, the shares may be voted cumulatively. Cumulative voting allows each 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, or to distribute the shareholders votes in the same fashion between two or more nominees.
The holders of our common stock and the holders of any class or series of stock entitled to participate with the holders of our common stock as to the distribution of assets in the event of any liquidation, dissolution or winding up of us, whether voluntary or involuntary, will become entitled to participate equally in the distribution of any of our assets remaining after we have paid, or provided for the payment of, all of our debts and liabilities and after we have paid, or set aside for payment, to the holders of any class of stock having preference over the common stock in the event of liquidation, dissolution or winding up, the full preferential amounts, if any, to which they are entitled.
Holders of our common stock are entitled to receive dividends if, as and when declared by our board of directors out of any funds legally available for dividends. As a holding company, our ability to pay distributions is affected by the ability of our bank subsidiary to pay dividends. The ability of our bank subsidiary, and our ability, to pay dividends in the future is, and could in the future be further, influenced by bank regulatory requirements and capital guidelines.