Document


United States
Securities and Exchange Commission
Form 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2019
 Cullen/Frost Bankers, Inc.
(Exact name of issuer as specified in its charter) 
Texas
74-1751768
(State or other jurisdiction of
incorporation)
(I.R.S. Employer
Identification No.)
 
 
100 W. Houston Street, San Antonio, Texas
78205
(Address of principal executive offices)
(Zip code)
(210) 220-4011
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨





Item 5.07
Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of Cullen/Frost Bankers, Inc. (“Cullen/Frost”) held on April 24, 2019, shareholders voted on the following matters:
(1)
To elect fifteen Director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2020 Annual Meeting of Shareholders. Final voting results were as follows:
Name of Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
Carlos Alvarez
 
54,128,484

 
377,155

 
325,079

 
5,199,651

Chris M. Avery
 
54,453,205

 
55,298

 
322,215

 
5,199,651

Cynthia J. Comparin
 
54,430,118

 
77,304

 
323,296

 
5,199,651

Samuel G. Dawson
 
54,445,694

 
60,532

 
324,492

 
5,199,651

Crawford H. Edwards
 
54,119,882

 
375,055

 
335,781

 
5,199,651

Patrick B. Frost
 
54,309,569

 
204,806

 
316,343

 
5,199,651

Phillip D. Green
 
53,745,597

 
763,202

 
321,919

 
5,199,651

David J. Haemisegger
 
51,467,040

 
3,024,303

 
339,375

 
5,199,651

Jarvis V. Hollingsworth
 
51,759,186

 
2,758,562

 
312,970

 
5,199,651

Karen E. Jennings
 
54,136,903

 
374,810

 
319,005

 
5,199,651

Richard M. Kleberg, III
 
54,014,889

 
498,358

 
317,471

 
5,199,651

Charles W. Matthews
 
46,996,902

 
7,497,436

 
336,380

 
5,199,651

Ida Clement Steen
 
54,128,529

 
375,077

 
327,112

 
5,199,651

Graham Weston
 
51,072,068

 
3,435,554

 
323,096

 
5,199,651

Horace Wilkins, Jr.
 
51,384,361

 
3,107,382

 
338,975

 
5,199,651


(2)
To ratify the selection of Ernst & Young LLP to act as independent auditors of Cullen/Frost for the fiscal year that began January 1, 2019. Final voting results were as follows:
Votes For
59,071,618

Votes Against
641,289

Abstentions
317,462


(3)
To provide nonbinding approval of executive compensation. Final voting results were as follows:
Votes For
53,428,079

Votes Against
820,419

Abstentions
582,220

Broker Non-Votes
5,199,651








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 hereunto duly authorized.
 
 
 
 
 
 
CULLEN/FROST BANKERS, INC.
 
 
 
By:
/s/ Jerry Salinas
 
 
Jerry Salinas
 
 
Group Executive Vice President and Chief Financial Officer
 
 
(Duly Authorized Officer, Principal Financial
Officer and Principal Accounting Officer)
 
 
Dated:
April 25, 2019