Cullen/Frost Bankers, Inc 8-K, filed Jan 28, 2022
Cullen/Frost Bankers, Inc. (CFR)
8-K
2022-01-28
For: 2022-01-25
View Original
Added on
April 05, 2026
About this 8-K
Cullen/Frost Bankers, Inc filed this 8-K on January 28, 2022, reporting on events of January 25, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): January 25, 2022
(Exact name of registrant as specified in its charter)
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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 ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2022, Ms. Karen E. Jennings notified Cullen/Frost Bankers, Inc. (“Cullen/Frost”) of her decision to retire and not stand for re-election to the Board of Directors of Cullen/Frost (the “Board”) when her term expires at Cullen/Frost’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) currently scheduled to be held on April 27, 2022.
Also on January 25, 2022, Ms. Ida Clement Steen notified Cullen/Frost of her decision to retire and not stand for re-election to the Board when her term expires at the Annual Meeting currently scheduled to be held on April 27, 2022.
Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 and incorporated into this item by reference is a press release issued by Cullen/Frost on January 28, 2022. The information furnished by Cullen/Frost pursuant to this item, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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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
Dated: January 28, 2022
Exhibit 99.1
Bill Day
Media Relations
210-220-5427
CULLEN/FROST BANKERS ANNOUNCES
CHANGES TO BOARD OF DIRECTORS
SAN ANTONIO, Jan. 28, 2022 – The board of directors of Cullen/Frost Bankers, Inc. announced that directors Karen E. Jennings and Ida Clement “Weisie” Steen have notified the board of their decision to retire from the board and not stand for re-election to the board when their terms expire at Cullen/Frost’s annual meeting of shareholders in April.
Jennings joined the Cullen/Frost board in 2001 and serves on the Compensation and Benefits Committee, Corporate Governance and Nominating Committee, and the Risk Committee. Steen joined the Cullen/Frost board in 1996 and serves on the Compensation and Benefits Committee, Corporate Governance and Nominating Committee, and the Technology Committee.
“We’re grateful for the leadership and service provided by Weisie and Karen,” said Phil Green, Cullen/Frost Chairman and CEO. “Their veteran presence has been much appreciated as we have grown over the past two decades, and I want to personally thank them for everything they’ve contributed to our company’s success.”
The board decided to nominate Laurie Baker and Linda Burke Rutherford for election to the board by Cullen/Frost shareholders at the upcoming annual meeting of shareholders in April.
Baker is executive vice president and chief operating officer at Camden Property Trust, a Houston-based publicly traded real estate investment trust. She has been with Camden since
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1999 and is responsible for the oversight and strategy of Camden's portfolio operations and investment funds. Baker has a bachelor of business administration degree in marketing from Sam Houston State University and a master of business administration degree in finance and investments from George Washington University.
Rutherford is executive vice president for people and communications at Dallas-based Southwest Airlines. She has been with Southwest since 1992 and has responsibility over the Communications & Outreach and Culture & Engagement functions as well as People Department (Human Resources), Southwest Airlines University (training and leadership development) and Diversity, Equity & Inclusion. Rutherford has a bachelor of arts degree in journalism from Texas Tech University.
“We’re glad Laurie and Linda both come from great companies that, like Frost, understand the importance of culture and values in generating shareholder value,” Green said.
About Cullen/Frost:
Cullen/Frost Bankers, Inc. (NYSE: CFR) is a financial holding company, headquartered in San Antonio, with $50.9 billion in assets at Dec. 31, 2021. Frost provides a wide range of banking, investments and insurance services to businesses and individuals across Texas in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Permian Basin, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost has helped clients with their financial needs during three centuries. Additional information is available at www.frostbank.com.
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