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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 24, 2024
Cullen/Frost Bankers, Inc.
(Exact name of registrant as specified in its charter)
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| Texas | | 001-13221 | | 74-1751768 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | | | | |
| 111 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, 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on
which registered |
| | | | |
| Common Stock, $.01 Par Value | | CFR | | New York Stock Exchange |
| Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B | | CFR.PrB | | New 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. ☐
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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. |
The Cullen/Frost Bankers, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) was approved by shareholders of the Company at the Annual Meeting of Shareholders on April 24, 2024. The 2024 Plan replaces the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) in its entirety and there will be no further grants under the 2015 Plan.
The material terms of the 2024 Plan are described in “Proposal No. 3 – Approval of the 2024 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission (the “SEC”) on March 8, 2024 (the “Proxy Statement”), which description is incorporated herein by reference.
The description of the 2024 Plan contained herein and in the Proxy Statement is qualified in their entirety by reference to the text of the 2024 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting of Shareholders of the Company held on April 24, 2024, shareholders voted on the following matters:
(1)To elect twelve Director nominees to serve on the Board of Directors of the Company for a one-year term that will expire at the 2025 Annual Meeting of Shareholders. Final voting results were as follows:
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| Name of Nominee | | Votes For | | Votes Against | | Abstentions | | Broker
Non-Votes |
| Hope Andrade | | 53,836,172 | | | 543,771 | | | 170,527 | | | 5,440,915 | |
| Chris M. Avery | | 53,065,871 | | | 1,373,061 | | | 111,538 | | | 5,440,915 | |
| Anthony R. Chase | | 52,589,266 | | | 1,809,729 | | | 151,475 | | | 5,440,915 | |
| Cynthia J. Comparin | | 54,111,153 | | | 324,262 | | | 115,055 | | | 5,440,915 | |
| Samuel G. Dawson | | 52,899,709 | | | 1,546,582 | | | 104,179 | | | 5,440,915 | |
| Crawford H. Edwards | | 54,275,657 | | | 172,604 | | | 102,209 | | | 5,440,915 | |
| Phillip D. Green | | 53,347,211 | | | 1,100,290 | | | 102,969 | | | 5,440,915 | |
| David J. Haemisegger | | 53,604,702 | | | 826,534 | | | 119,234 | | | 5,440,915 | |
| Charles W. Matthews | | 50,320,534 | | | 4,075,821 | | | 154,115 | | | 5,440,915 | |
| Joseph A. Pierce | | 52,681,468 | | | 1,708,647 | | | 160,355 | | | 5,440,915 | |
| Linda B. Rutherford | | 52,735,166 | | | 1,689,456 | | | 125,848 | | | 5,440,915 | |
| Jack Willome | | 53,032,307 | | | 1,396,677 | | | 121,486 | | | 5,440,915 | |
(2)To provide nonbinding approval of executive compensation. Final voting results were as follows:
| | | | | |
| Votes For | 53,091,784 | |
| Votes Against | 1,153,675 | |
| Abstentions | 305,011 | |
| Broker Non-Votes | 5,440,915 | |
(3)To approve the 2024 Equity Incentive Plan. Final voting results were as follows:
| | | | | |
| Votes For | 53,268,092 | |
| Votes Against | 1,004,357 | |
| Abstentions | 278,021 | |
| Broker Non-Votes | 5,440,915 | |
(4)To ratify the selection of Ernst & Young LLP to act as independent auditors of the Company for the fiscal year that began January 1, 2024. Final voting results were as follows:
| | | | | |
| Votes For | 58,738,583 | |
| Votes Against | 1,162,431 | |
| Abstentions | 90,371 | |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
10.1 Cullen/Frost Bankers, Inc. 2024 Equity Incentive Plan (filed as Appendix A to the Company's definitive proxy statement on Schedule 14A filed with the SEC on March 8, 2024, Commission File No. 001-13221).
104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.
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.
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| | |
| | 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 24, 2024 |
EXHIBIT INDEX
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| Exhibit Number | | Description |
| | |
| 10.1 | | |
| 104 | | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document. |