2Q14 Form 8-K - Proxy 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 24, 2014
 
 
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
 
78,205
(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 24, 2014, 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 2015 Annual Meeting of Shareholders. Final voting results were as follows:
Name of Nominee
 
Votes For
 
Votes
Withheld
 
Broker
Non-Votes
R. Denny Alexander
 
47,402,677

 
4,593,041

 
5,387,971

Carlos Alvarez
 
51,824,721

 
170,997

 
5,387,971

Royce S. Caldwell
 
47,198,555

 
4,797,163

 
5,387,971

Crawford H. Edwards
 
51,936,612

 
59,106

 
5,387,971

Ruben M. Escobedo
 
50,540,076

 
1,455,642

 
5,387,971

Richard W. Evans, Jr.
 
50,970,172

 
1,025,546

 
5,387,971

Patrick B. Frost
 
51,829,505

 
166,213

 
5,387,971

David J. Haemisegger
 
51,914,197

 
81,521

 
5,387,971

Karen E. Jennings
 
50,574,898

 
1,420,820

 
5,387,971

Richard M. Kleberg, III
 
51,745,944

 
249,774

 
5,387,971

Charles W. Matthews
 
50,696,339

 
1,299,379

 
5,387,971

Ida Clement Steen
 
51,814,245

 
181,473

 
5,387,971

Horace Wilkins, Jr.
 
51,801,416

 
194,302

 
5,387,971


(2)
To ratify the selection of Ernst & Young LLP to act as independent auditors of the Cullen/Frost for the fiscal year that began January 1, 2014. Final voting results were as follows:
Votes For
56,655,285

Votes Against
682,870

Abstentions
45,534


(3)
To provide nonbinding approval of executive compensation. Final voting results were as follows:
Votes For
40,139,910

Votes Against
11,093,272

Abstentions
762,536

Broker Non-Votes
5,387,971





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 28, 2014