Form 8-K 2Q15 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 30, 2015
 
 
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 30, 2015, shareholders voted on the following matters:

(1)
To elect fourteen nominees to serve as Directors for a one-year term that will expire at the 2016 Annual Meeting of Shareholders. Final voting results were as follows:
Name of Nominee
 
Votes For
 
Votes
Withheld
 
Broker
Non-Votes
R. Denny Alexander
 
49,693,618

 
4,828,232

 
5,191,580

Carlos Alvarez
 
53,827,311

 
694,539

 
5,191,580

Royce S. Caldwell
 
49,127,856

 
5,393,994

 
5,191,580

Crawford H. Edwards
 
53,986,222

 
535,628

 
5,191,580

Ruben M. Escobedo
 
53,736,080

 
785,770

 
5,191,580

Richard W. Evans, Jr.
 
52,236,419

 
2,285,431

 
5,191,580

Patrick B. Frost
 
53,868,640

 
653,210

 
5,191,580

David J. Haemisegger
 
53,975,102

 
546,748

 
5,191,580

Karen E. Jennings
 
53,743,520

 
778,330

 
5,191,580

Richard M. Kleberg, III
 
53,769,480

 
752,370

 
5,191,580

Charles W. Matthews
 
53,927,542

 
594,308

 
5,191,580

Ida Clement Steen
 
53,815,645

 
706,205

 
5,191,580

Horace Wilkins, Jr.
 
53,809,657

 
712,193

 
5,191,580

Jack Wood
 
53,718,752

 
803,098

 
5,191,580


(2)
To approve the Cullen/Frost Bankers, Inc. 2015 Omnibus Incentive Plan. Final voting results were as follows:
Votes For
49,605,076

Votes Against
4,254,459

Abstentions
662,315

Broker Non-Votes
5,191,580


(3)
To ratify the selection of Ernst & Young LLP to act as independent auditors of Cullen/Frost for the fiscal year that began January 1, 2015. Final voting results were as follows:
Votes For
58,851,368

Votes Against
429,553

Abstentions
432,509


(4)
To provide nonbinding approval of executive compensation. Final voting results were as follows:
Votes For
51,438,737

Votes Against
2,372,921

Abstentions
710,192

Broker Non-Votes
5,191,580





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/ Jerry Salinas
 
 
Jerry Salinas
 
 
Group Executive Vice President and Chief Financial Officer
 
 
(Duly Authorized Officer, Principal Financial
Officer and Principal Accounting Officer)
 
 
Dated:
April 30, 2015