Cullen/Frost Bankers, Inc 8-K, filed Apr 26, 2023
Cullen/Frost Bankers, Inc. (CFR)
8-K
2023-04-26
For: 2023-04-26
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Added on
April 05, 2026
About this 8-K
Cullen/Frost Bankers, Inc filed this 8-K on April 26, 2023.
Items reported
- Item 5.07: Shareholder vote results
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 26, 2023
(Exact name of registrant as specified in its charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
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| 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 26, 2023, shareholders voted on the following matters:
(1)To elect thirteen Director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2024 Annual Meeting of Shareholders. Final voting results were as follows:
| Name of Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Carlos Alvarez | 54,370,960 | 509,783 | 112,591 | 5,106,403 | ||||||||||||||||||||||
| Chris M. Avery | 53,717,915 | 1,166,284 | 109,135 | 5,106,403 | ||||||||||||||||||||||
| Anthony R. Chase | 52,906,193 | 1,960,343 | 126,798 | 5,106,403 | ||||||||||||||||||||||
| Cynthia J. Comparin | 54,495,590 | 375,784 | 121,960 | 5,106,403 | ||||||||||||||||||||||
| Samuel G. Dawson | 53,612,287 | 1,258,594 | 122,453 | 5,106,403 | ||||||||||||||||||||||
| Crawford H. Edwards | 54,343,113 | 533,659 | 116,562 | 5,106,403 | ||||||||||||||||||||||
| Patrick B. Frost | 54,453,545 | 451,674 | 88,115 | 5,106,403 | ||||||||||||||||||||||
| Phillip D. Green | 53,500,026 | 1,391,508 | 101,800 | 5,106,403 | ||||||||||||||||||||||
| David J. Haemisegger | 54,138,229 | 742,408 | 112,697 | 5,106,403 | ||||||||||||||||||||||
| Charles W. Matthews | 50,758,917 | 4,124,683 | 109,734 | 5,106,403 | ||||||||||||||||||||||
| Joseph A. Pierce | 54,424,625 | 441,409 | 127,300 | 5,106,403 | ||||||||||||||||||||||
| Linda B. Rutherford | 53,797,360 | 1,075,407 | 120,567 | 5,106,403 | ||||||||||||||||||||||
| Jack Wilome | 54,515,828 | 352,547 | 124,959 | 5,106,403 | ||||||||||||||||||||||
(2)To provide nonbinding approval of executive compensation. Final voting results were as follows:
| Votes For | 53,464,855 | ||||
| Votes Against | 1,229,882 | ||||
| Abstentions | 298,597 | ||||
| Broker Non-Votes | 5,106,403 | ||||
(3)To provide a non-binding selection of the frequency of future votes on executive compensation by indicating whether the vote on executive compensation should take place every one year, every two years or every three years. Final voting results were as follows:
| 1 Year | 53,675,622 | ||||
| 2 Years | 88,493 | ||||
| 3 Years | 1,114,810 | ||||
| Abstentions | 114,409 | ||||
| Broker Non-Votes | 5,106,403 | ||||
Consistent with the preferred frequency expressed by the our shareholders, we have determined to hold a non-binding advisory vote to approve executive compensation every year, until the next required non-binding advisory vote on the frequency of shareholder votes on the compensation of our executive officers.
(4)To ratify the selection of Ernst & Young LLP to act as independent auditors of Cullen/Frost for the fiscal year that began January 1, 2023. Final voting results were as follows:
| Votes For | 59,385,378 | ||||
| Votes Against | 618,905 | ||||
| Abstentions | 95,454 | ||||
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, 2023 | |||||||