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CFR Cullen Frost Bankers

Filed: 28 Apr 21, 4:03pm

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, 2021
Cullen/Frost Bankers, Inc.
(Exact name of registrant as specified in its charter)
Texas001-1322174-1751768
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
111 W. Houston Street,San Antonio,Texas78205
(Address of principal executive offices)(Zip code)
(210)220-4011
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on
which registered
Common Stock, $.01 Par ValueCFRNew York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series BCFR.PrBNew York Stock Exchange

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 5.07Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of Cullen/Frost Bankers, Inc. (“Cullen/Frost”) held on April 28, 2021, shareholders voted on the following matters:
(1)To elect twelve Director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2022 Annual Meeting of Shareholders. Final voting results were as follows:
Name of NomineeVotes ForVotes AgainstAbstentionsBroker
Non-Votes
Carlos Alvarez55,366,167 516,150 69,226 4,238,839 
Chris M. Avery55,651,174 232,642 67,727 4,238,839 
Anthony R. Chase54,317,150 1,565,374 69,019 4,238,839 
Cynthia J. Comparin55,726,579 153,257 71,707 4,238,839 
Samuel G. Dawson55,784,288 93,327 73,928 4,238,839 
Crawford H. Edwards55,339,330 526,864 85,349 4,238,839 
Patrick B. Frost55,373,380 522,789 55,374 4,238,839 
Phillip D. Green53,799,983 2,083,899 67,661 4,238,839 
David J. Haemisegger55,251,514 629,744 70,285 4,238,839 
Karen E. Jennings55,283,433 589,178 78,932 4,238,839 
Charles W. Matthews48,053,408 7,825,102 73,033 4,238,839 
Ida Clement Steen54,849,111 1,040,132 62,300 4,238,839 

(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, 2021. Final voting results were as follows:
Votes For58,287,665 
Votes Against1,852,208 
Abstentions50,509 

(3)To provide nonbinding approval of executive compensation. Final voting results were as follows:
Votes For54,940,117 
Votes Against680,206 
Abstentions331,220 
Broker Non-Votes4,238,839 





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 28, 2021