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, 2012
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)) |
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 26, 2012, 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 2013 Annual Meeting of Shareholders. Final voting results were as follows: |
| Name of Nominee |
Votes For |
Votes |
Broker |
|||||||||
| R. Denny Alexander |
44,494,127 | 5,062,567 | 5,646,352 | |||||||||
| Carlos Alvarez |
49,050,151 | 506,543 | 5,646,352 | |||||||||
| Royce S. Caldwell |
48,590,127 | 966,567 | 5,646,352 | |||||||||
| Crawford H. Edwards |
49,450,848 | 105,846 | 5,646,352 | |||||||||
| Ruben M. Escobedo |
48,597,399 | 959,295 | 5,646,352 | |||||||||
| Richard W. Evans, Jr. |
48,577,692 | 979,002 | 5,646,352 | |||||||||
| Patrick B. Frost |
49,049,974 | 506,720 | 5,646,352 | |||||||||
| David J. Haemisegger |
49,427,544 | 129,150 | 5,646,352 | |||||||||
| Karen E. Jennings |
48,649,119 | 907,575 | 5,646,352 | |||||||||
| Richard M. Kleberg, III |
48,999,492 | 557,202 | 5,646,352 | |||||||||
| Charles W. Matthews |
49,028,004 | 528,690 | 5,646,352 | |||||||||
| Ida Clement Steen |
48,999,699 | 556,995 | 5,646,352 | |||||||||
| Horace Wilkins, Jr. |
48,997,750 | 558,944 | 5,646,352 | |||||||||
| (2) | To ratify the selection of Ernst & Young LLP to act as independent auditors of the Corporation for the fiscal year that began January 1, 2012. Final voting results were as follows: |
| Votes For |
54,583,983 | |||
| Votes Against |
584,535 | |||
| Abstentions |
34,528 |
| (3) | To provide nonbinding approval of executive compensation. Final voting results were as follows: |
| Votes For |
47,323,296 | |||
| Votes Against |
1,990,802 | |||
| Abstentions |
242,596 | |||
| Broker Non-Votes |
5,646,352 |
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/ Phillip D. Green | |||||
| Phillip D. Green | ||||||
| Group Executive Vice President and Chief Financial Officer (Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer) | ||||||
| Dated: April 27, 2012 | ||||||