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 25, 2018
 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. (the “Corporation”) held on April 25, 2018, shareholders voted on the following matters:
(1)
To elect fourteen nominees to serve as Directors for a one-year term that will expire at the 2019 Annual Meeting of Shareholders. Final voting results were as follows:
Name of Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
Carlos Alvarez
 
54,610,296

 
358,090

 
295,262

 
5,570,723

Chris Avery
 
54,818,693

 
143,925

 
301,030

 
5,570,723

Samuel G. Dawson
 
54,863,553

 
103,437

 
296,658

 
5,570,723

Crawford H. Edwards
 
54,695,032

 
281,359

 
287,257

 
5,570,723

Patrick B. Frost
 
54,580,678

 
390,064

 
292,906

 
5,570,723

Phillip D. Green
 
54,168,642

 
792,410

 
302,596

 
5,570,723

David J. Haemisegger
 
54,855,364

 
112,397

 
295,887

 
5,570,723

Jarvis V. Hollingsworth
 
54,583,196

 
378,464

 
301,988

 
5,570,723

Karen E. Jennings
 
54,663,730

 
303,661

 
296,257

 
5,570,723

Richard M. Kleberg, III
 
54,667,568

 
306,155

 
289,925

 
5,570,723

Charles W. Matthews
 
47,647,792

 
7,158,266

 
457,590

 
5,570,723

Ida Clement Steen
 
54,591,226

 
366,724

 
305,698

 
5,570,723

Graham Weston
 
49,933,922

 
5,034,582

 
295,144

 
5,570,723

Horace Wilkins, Jr.
 
54,632,822

 
327,098

 
303,728

 
5,570,723


(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, 2018. Final voting results were as follows:
Votes For
60,091,047

Votes Against
444,503

Abstentions
298,821


(3)
To provide nonbinding approval of executive compensation. Final voting results were as follows:
Votes For
53,443,270

Votes Against
1,272,200

Abstentions
548,178

Broker Non-Votes
5,570,723







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 26, 2018