8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
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 28, 2016
 
 
CULLEN/FROST BANKERS, INC.
(Exact name of issuer as specified in its charter)
 
 
 
 
 
 
 
 
Texas
 
001-13221
 
74-1751768
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
100 West Houston Street, San Antonio, Texas
 
78,205
(Address of principal executive offices)
 
(Zip Code)
(210) 220-4011
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2 below):
¨
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))




Item 5.07
Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of Cullen/Frost Bankers, Inc. (the “Corporation”) held on April 28, 2016, shareholders voted on the following matters:

(1)
To elect fifteen nominees to serve as Directors for a one-year term that will expire at the 2017 Annual Meeting of Shareholders. Final voting results were as follows:
Name of Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
R. Denny Alexander
 
47,423,692

 
3,187,114

 
328,472

 
6,093,081

Carlos Alvarez
 
50,400,088

 
234,045

 
305,145

 
6,093,081

Chris Avery
 
50,521,856

 
107,621

 
309,801

 
6,093,081

Royce S. Caldwell
 
47,252,171

 
3,365,758

 
321,349

 
6,093,081

Crawford H. Edwards
 
50,427,465

 
210,719

 
301,094

 
6,093,081

Ruben M. Escobedo
 
47,266,165

 
3,359,192

 
313,921

 
6,093,081

Patrick B. Frost
 
50,446,913

 
202,500

 
289,865

 
6,093,081

Phillip D. Green
 
49,914,093

 
722,594

 
302,591

 
6,093,081

David J. Haemisegger
 
50,498,634

 
137,744

 
302,900

 
6,093,081

Karen E. Jennings
 
50,313,255

 
322,824

 
303,199

 
6,093,081

Richard M. Kleberg, III
 
47,291,746

 
3,321,972

 
325,560

 
6,093,081

Charles W. Matthews
 
50,458,225

 
172,464

 
308,589

 
6,093,081

Ida Clement Steen
 
50,366,345

 
251,397

 
321,536

 
6,093,081

Horace Wilkins, Jr.
 
50,353,830

 
255,389

 
330,059

 
6,093,081

Jack Wood
 
50,346,915

 
279,840

 
312,523

 
6,093,081


(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, 2016. Final voting results were as follows:
Votes For
56,281,515

Votes Against
428,482

Abstentions
322,362


(3)
To provide nonbinding approval of executive compensation. Final voting results were as follows:
Votes For
49,314,288

Votes Against
906,803

Abstentions
718,187

Broker Non-Votes
6,093,081





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 29, 2016