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Compiled from SEC Form N-PX filings and Heritage Commerce Corp’s Form 8-K, filed March 27, 2026 (Item 5.07 on EDGAR). Page generated November 1, 2026.
Meeting of March 26, 2026: 3 items on Heritage Commerce Corp’s Form 8-K, filed March 27, 2026: 3 approved.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore Heritage Commerce Corp in the interactive database Compare manager voting policies
These tallies are Heritage Commerce Corp’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed March 27, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| 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 | 42,403,674 | 114,518 | 287,597 | -- | 0 | 99.7% | Approved | — |
| 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 | 32,622,919 | 9,219,597 | 963,273 | -- | 0 | 78% | Approved | — |
| 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 suppl | 40,827,731 | 1,152,394 | 825,664 | -- | 0 | 97% | Approved | — |
Source: Heritage Commerce Corp, Form 8-K, filed with the SEC on March 27, 2026 — read the filing on EDGAR.
Each item below shows how the 233 asset managers that disclosed a Heritage Commerce Corp vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Heritage Commerce Corp’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 5 wordings of this item as funds reported it.
99.7% Approved · of votes cast
Description as filed by funds: A proposal to approve the principal terms of the Agreement and Plan of Reorganization and Merger, dated as of December 17, 2025, by and between Heritage Commerce Corp ("Heritage") and CVB Financial Corp ("CVBF") (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 (the "Heritage merger proposal").
Heritage Commerce Corp’s own tally for this item (“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 outstandi”): 42,403,674 for, 114,518 against — passed, per its Form 8-K filed March 27, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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 exch…”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 67 asset managers below reported 15,886,849 for, 243,810 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 3,452,076 | 0 | 0 | 0 | For |
| Vanguard | 2,970,042 | 0 | 0 | 0 | For |
| Fidelity | 1,371,071 | 0 | 0 | 0 | For |
| Dimensional | 1,209,784 | 0 | 0 | 0 | For |
| John Hancock | 1,147,124 | 0 | 0 | 0 | For |
| American Century | 1,023,826 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 921,286 | 0 | 0 | 0 | For |
| Charles Schwab | 505,618 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 292,450 | 0 | 0 | 0 | For |
| Prudential/PGIM | 265,151 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 0 | 243,810 | 0 | Abstain |
| HOTCHKIS & WILEY FUNDS /DE/ | 231,600 | 0 | 0 | 0 | For |
| WisdomTree | 182,574 | 0 | 0 | 0 | For |
| Principal | 156,647 | 0 | 0 | 0 | For |
| Equitable | 134,267 | 0 | 0 | 0 | For |
| TIAA | 133,204 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 132,464 | 0 | 0 | 0 | For |
| Brighthouse | 125,538 | 0 | 0 | 0 | For |
| Lincoln Financial | 122,608 | 0 | 0 | 0 | For |
| New York Life | 111,163 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 108,975 | 0 | 0 | 0 | For |
| Goldman Sachs | 103,796 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 103,076 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 102,227 | 0 | 0 | 0 | For |
| AllianceBernstein | 90,390 | 0 | 0 | 0 | For |
Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.
100% of fund votes cast · no official result
The 2 asset managers below reported 832,015 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 764,715 | 0 | 0 | 0 | For |
| Empower | 67,300 | 0 | 0 | 0 | For |
Combines 6 wordings of this item as funds reported it.
97% Approved · of votes cast
Description as filed by funds: A proposal to adjourn the Heritage special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Heritage merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Heritage shareholders (the "Heritage adjournment proposal").
Heritage Commerce Corp’s own tally for this item (“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 mer”): 40,827,731 for, 1,152,394 against — passed, per its Form 8-K filed March 27, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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 Join…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 69 asset managers below reported 16,665,674 for, 296,999 against, 1 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 3,452,076 | 0 | 0 | 0 | For |
| Vanguard | 2,970,040 | 1 | 1 | 0 | For |
| Fidelity | 1,371,071 | 0 | 0 | 0 | For |
| Dimensional | 1,209,784 | 0 | 0 | 0 | For |
| John Hancock | 1,147,124 | 0 | 0 | 0 | For |
| American Century | 1,023,826 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 921,286 | 0 | 0 | 0 | For |
| JPMorgan | 764,715 | 0 | 0 | 0 | For |
| Charles Schwab | 505,618 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 292,450 | 0 | 0 | 0 | For |
| Prudential/PGIM | 265,151 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 243,810 | 0 | 0 | Against |
| HOTCHKIS & WILEY FUNDS /DE/ | 231,600 | 0 | 0 | 0 | For |
| WisdomTree | 182,574 | 0 | 0 | 0 | For |
| Principal | 156,647 | 0 | 0 | 0 | For |
| Equitable | 134,267 | 0 | 0 | 0 | For |
| TIAA | 133,204 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 132,464 | 0 | 0 | 0 | For |
| Brighthouse | 125,538 | 0 | 0 | 0 | For |
| Lincoln Financial | 79,570 | 43,038 | 0 | 0 | Mixed |
| New York Life | 111,163 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 108,975 | 0 | 0 | 0 | For |
| Goldman Sachs | 103,796 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 103,076 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 102,227 | 0 | 0 | 0 | For |
Showing the 25 largest of 69 asset managers. See all 69 in the interactive database.
Combines 8 wordings of this item as funds reported it.
78% Approved · of votes cast
Description as filed by funds: A 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 (the "Heritage compensation proposal").
Heritage Commerce Corp’s own tally for this item (“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 ”): 32,622,919 for, 9,219,597 against — passed, per its Form 8-K filed March 27, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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 …”
Support: 78% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 3,452,076 | 0 | 0 | 0 | For |
| Vanguard | 2,965,500 | 4,541 | 1 | 0 | For |
| Fidelity | 1,371,071 | 0 | 0 | 0 | For |
| Dimensional | 0 | 1,209,784 | 0 | 0 | Against |
| John Hancock | 1,140,334 | 6,790 | 0 | 0 | For |
| American Century | 0 | 1,023,826 | 0 | 0 | Against |
| Investment Managers Series Trust II | 921,286 | 0 | 0 | 0 | For |
| Charles Schwab | 505,618 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 292,450 | 0 | 0 | 0 | For |
| Prudential/PGIM | 255,639 | 9,512 | 0 | 0 | For |
| EA Series Trust | 0 | 243,810 | 0 | 0 | Against |
| HOTCHKIS & WILEY FUNDS /DE/ | 231,600 | 0 | 0 | 0 | For |
| WisdomTree | 182,574 | 0 | 0 | 0 | For |
| Principal | 156,647 | 0 | 0 | 0 | For |
| Equitable | 98,107 | 36,160 | 0 | 0 | Mixed |
| TIAA | 0 | 133,204 | 0 | 0 | Against |
| BRIDGEWAY FUNDS INC | 132,464 | 0 | 0 | 0 | For |
| Brighthouse | 27,541 | 97,997 | 0 | 0 | Mixed |
| Lincoln Financial | 81,694 | 40,914 | 0 | 0 | Mixed |
| New York Life | 111,163 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 108,975 | 0 | 0 | 0 | For |
| Goldman Sachs | 103,796 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 103,076 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 102,227 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 90,390 | 0 | 0 | Against |
Fund voting reports, all 67 managers: 13,052,786 for, 3,077,872 against, 1 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,064,080 | 20,245 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,543,904 | 0 | 0 | 0 | For |
| HoldCo Asset Management, LP | 0 | 1,528,505 | 0 | 0 | Against |
| Boston Partners | 1,466,186 | 0 | 0 | 0 | For |
| John Hancock | 1,223,377 | 0 | 0 | 0 | For |
| American Century | 0 | 1,050,351 | 0 | 0 | Against |
| AQR | 1,007,782 | 0 | 0 | 0 | For |
| KENNEDY CAPITAL MANAGEMENT LLC | 967,218 | 0 | 0 | 0 | For |
| BALYASNY ASSET MANAGEMENT L.P. | 0 | 886,306 | 0 | 0 | Against |
| HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 856,674 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 518,671 | 0 | 0 | Against |
| Charles Schwab | 506,721 | 0 | 0 | 0 | For |
| Northern Trust | 476,984 | 0 | 0 | 0 | For |
| Goldman Sachs | 469,832 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 469,186 | 0 | 0 | 0 | For |
| Vanguard | 464,080 | 0 | 0 | 0 | For |
| SummitTX Capital, L.P. | 385,868 | 0 | 0 | 0 | For |
| Renaissance | 349,629 | 0 | 0 | 0 | For |
| Dimensional | 0 | 287,682 | 0 | 0 | Against |
| PACIFIC INVESTMENT MANAGEMENT CO LLC | 283,600 | 0 | 0 | 0 | For |
| JACOBS ASSET MANAGEMENT, LLC | 250,000 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 238,165 | 0 | 0 | Against |
| Two Sigma | 212,746 | 0 | 0 | 0 | For |
| State of New Jersey Common Pension Fund D | 210,631 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 208,536 | 0 | 0 | 0 | For |
Institutional-manager reports, all 179 managers: 17,195,231 for, 5,680,356 against, 3,016 abstained. Showing the 25 largest; see all in the interactive database.
8% of fund votes cast · no official result
The 6 asset managers below reported 67,432 for, 769,065 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 0 | 764,715 | 0 | 0 | Against |
| Empower | 67,300 | 0 | 0 | 0 | For |
| APG Asset Management US Inc. | 0 | 3,970 | 0 | 0 | Against |
| Impact Investors, Inc | 0 | 380 | 0 | 0 | Against |
| Colony Family Offices, LLC | 69 | 0 | 0 | 0 | For |
| Coyle Financial Counsel LLC | 63 | 0 | 0 | 0 | For |
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 61,368,708 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 5.63% |
| 2 | Vanguard | 4.84% |
| 3 | Fidelity | 2.23% |
| 4 | Dimensional | 1.97% |
| 5 | John Hancock | 1.87% |
| 6 | American Century | 1.67% |
| 7 | Investment Managers Series Trust II | 1.50% |
| 8 | JPMorgan | 1.25% |
| 9 | Charles Schwab | 0.82% |
| 10 | RBB FUND, INC. | 0.48% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 6.66% |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 2.52% |
| 3 | HoldCo Asset Management, LP | 2.49% |
| 4 | Boston Partners | 2.39% |
| 5 | John Hancock | 1.99% |
| 6 | American Century | 1.71% |
| 7 | AQR | 1.64% |
| 8 | KENNEDY CAPITAL MANAGEMENT LLC | 1.58% |
| 9 | BALYASNY ASSET MANAGEMENT L.P. | 1.44% |
| 10 | HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 1.40% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock | 13.36% | 13F |
| Vanguard Group | 5.61% | 13F |
| Dimensional Fund Advisors | 5.53% | 13F |
| FJ Capital Management LLC | 5.51% | DEF14A |
| State Street | 3.94% | 13F |
| JPMorgan Chase | 2.35% | 13F |
| Goldman Sachs | 1.81% | 13F |
| Northern Trust | 0.88% | 13F |
| Jason DiNapoli | 0.62% | DEF14A |
| Robertson Clay Jones | 0.48% | DEF14A |
Percentages above are of 61,368,708 shares outstanding, as reported by Heritage Commerce Corp on its Form 10-K dated December 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Heritage Commerce Corp’s 10-K dated December 31, 2025. This page is a static snapshot rebuilt weekly on November 1, 2026; a live search always shows the current data.
At Heritage Commerce Corp's shareholder meeting held March 26, 2026, in the 2025-2026 proxy season, 233 asset managers reported how they voted in their SEC Form N-PX filings, covering 836 separate fund positions. Their filings are grouped here into 5 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — A proposal to approve, on a non- binding, advisory basis, the compensation that may be paid or… — Heritage Commerce Corp's filing reports the proposal as approved, with 78% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Heritage Commerce Corp's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on March 27, 2026.
Heritage Commerce Corp proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.