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 25, 2013

 

 

CULLEN/FROST BANKERS, INC.

(Exact name of issuer as specified in its charter)

 

 

 

Texas		001-13221		74-1751768
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

100 West Houston Street, San Antonio, Texas		78205
(Address of principal executive offices)		(Zip Code)

(210) 220-4011

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, 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 (see General Instruction A.2 below):

 

¨	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))

 

 

 

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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. (the “Corporation”) held on April 25, 2013, shareholders voted on the following matters:

 

(1)	To elect thirteen nominees to serve as Directors for a one-year term that will expire at the 2014 Annual Meeting of Shareholders. Final voting results were as follows:

 

Name of Nominee		Votes For				Votes Withheld				Broker Non-Votes
R. Denny Alexander			44,466,566				3,584,937				6,084,343
Carlos Alvarez			47,801,663				249,840				6,084,343
Royce S. Caldwell			47,246,076				805,427				6,084,343
Crawford H. Edwards			47,954,214				97,289				6,084,343
Ruben M. Escobedo			47,246,752				804,751				6,084,343
Richard W. Evans, Jr.			47,680,442				371,061				6,084,343
Patrick B. Frost			47,820,159				231,344				6,084,343
David J. Haemisegger			47,936,432				115,071				6,084,343
Karen E. Jennings			47,308,842				742,661				6,084,343
Richard M. Kleberg, III			47,738,165				313,338				6,084,343
Charles W. Matthews			47,470,501				581,002				6,084,343
Ida Clement Steen			47,774,375				277,128				6,084,343
Horace Wilkins, Jr.			47,758,547				292,956				6,084,343

 

(2)	To approve the Cullen/Frost Bankers, Inc. 2005 Omnibus Incentive Plan, as amended and restated. Final voting results were as follows:

 

Votes For			40,460,014
Votes Against			7,441,143
Abstentions			153,530
Broker Non-Votes			6,081,159

 

(3)	To ratify the selection of Ernst & Young LLP to act as independent auditors of the Corporation for the fiscal year that began January 1, 2013. Final voting results were as follows:

 

Votes For			53,784,785
Votes Against			292,550
Abstentions			58,511

 

(4)	To provide nonbinding approval of executive compensation. Final voting results were as follows:

 

Votes For			46,505,480
Votes Against			1,188,967
Abstentions			360,240
Broker Non-Votes			6,081,159

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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.