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    Cullen/Frost Bankers Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    4/30/25 2:29:03 PM ET
    $CFR
    Major Banks
    Finance
    Get the next $CFR alert in real time by email
    cfr-20250430
    false000003926300000392632025-04-302025-04-300000039263exch:XNYSus-gaap:CommonStockMember2025-04-302025-04-300000039263exch:XNYSus-gaap:PreferredClassBMember2025-04-302025-04-30

    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 30, 2025
    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 the Company held on April 30, 2025, shareholders voted on the following matters:
    (1)To elect thirteen Director nominees to serve on the Board of Directors of the Company for a one-year term that will expire at the 2026 Annual Meeting of Shareholders. Final voting results were as follows:
    Name of NomineeVotes ForVotes AgainstAbstentionsBroker
    Non-Votes
    Hope Andrade52,557,377 678,610 73,991 5,625,035 
    Chris M. Avery51,905,582 1,334,534 69,862 5,625,035 
    Anthony R. Chase51,429,930 1,785,829 94,219 5,625,035 
    Cynthia J. Comparin52,648,488 583,667 77,823 5,625,035 
    Samuel G. Dawson51,950,843 1,277,414 81,721 5,625,035 
    Crawford H. Edwards52,996,968 233,369 79,641 5,625,035 
    John T. Engates53,172,826 55,257 81,895 5,625,035 
    Phillip D. Green51,832,816 1,418,544 58,618 5,625,035 
    David J. Haemisegger52,130,578 1,098,957 80,443 5,625,035 
    Charles W. Matthews49,328,558 3,869,255 112,165 5,625,035 
    Joseph A. Pierce51,918,599 1,294,306 97,073 5,625,035 
    Linda B. Rutherford51,924,005 1,302,181 83,792 5,625,035 
    Jack Willome51,967,444 1,226,466 116,068 5,625,035 
    (2)To provide nonbinding approval of executive compensation. Final voting results were as follows:
    Votes For50,909,698 
    Votes Against1,782,930 
    Abstentions617,350 
    Broker Non-Votes5,625,035 
    (3)To ratify the selection of Ernst & Young LLP to act as independent auditors of the Company for the fiscal year that began January 1, 2025. Final voting results were as follows:
    Votes For57,692,473 
    Votes Against1,173,607 
    Abstentions68,933 

    2


    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/ Daniel J. Geddes
     Daniel J. Geddes
     Group Executive Vice President and Chief Financial Officer
     (Duly Authorized Officer, Principal Financial Officer)
    Dated:April 30, 2025


    3
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