Boardroom Alpha
Boardroom Alpha
CFR · Current Report (Form 8-K) · Filed April 29, 2026

Cullen/Frost Bankers Inc — Current Report (Form 8-K)

Form
8-K
Filed
April 29, 2026
Period
Apr 29, 2026
Ticker
CFR
Accession
0000039263-26-000031
Boardroom Alpha · Filing insights

Shareholders elected fourteen directors for 1-year terms; approved executive compensation; and ratified Ernst & Young LLP as auditors.

About Cullen/Frost Bankers Inc
Market cap
$10.0B
1Y TSR
+34.9%
3Y TSR
+22.0%
Board grade
B-
Sector
Financial Services
CEO
Phillip D Green
Last annual meeting: Apr 29, 2026 · View full Cullen/Frost Bankers Inc profile →
cfr-20260429

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 29, 2026
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 29, 2026, shareholders voted on the following matters:
(1)To elect fourteen Director nominees to serve on the Board of Directors of the Company for a one-year term that will expire at the 2027 Annual Meeting of Shareholders. Final voting results were as follows:
Name of NomineeVotes ForVotes AgainstAbstentionsBroker
Non-Votes
Hope Andrade51,978,882 523,317 111,181 6,451,057 
Anthony R. Chase51,435,150 1,043,371 134,859 6,451,057 
Cynthia J. Comparin51,708,705 792,323 112,352 6,451,057 
Samuel G. Dawson51,957,106 538,830 117,444 6,451,057 
Crawford H. Edwards52,221,785 274,860 116,735 6,451,057 
John T. Engates52,167,597 316,657 129,126 6,451,057 
Phillip D. Green51,742,031 784,648 86,701 6,451,057 
David J. Haemisegger51,585,394 900,229 127,757 6,451,057 
Charles W. Matthews50,362,468 1,872,037 378,875 6,451,057 
Joseph A. Pierce51,763,247 720,473 129,660 6,451,057 
Jeffrey M. Rummel52,267,841 207,457 138,082 6,451,057 
Linda B. Rutherford51,765,683 724,340 123,357 6,451,057 
Marsha M. Shields52,224,659 273,628 115,093 6,451,057 
Jack Willome51,932,140 531,430 149,810 6,451,057 
(2)To provide nonbinding approval of executive compensation. Final voting results were as follows:
Votes For50,928,898 
Votes Against1,530,796 
Abstentions153,686 
Broker Non-Votes6,451,057 
(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, 2026. Final voting results were as follows:
Votes For57,710,536 
Votes Against1,237,323 
Abstentions116,578 

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 29, 2026


3
From this filing to the file

Every SEC filing, parsed structured.

Boardroom Alpha indexes every 8-K, 10-K, 10-Q, and proxy back to 2000 — vote tabulations, comp tables, red flags, insider transactions, all queryable the day they hit EDGAR.

Independent — issuer-pays-free, ideology-free, U.S.-owned.

More filings

Other filings from Cullen/Frost Bankers Inc (CFR)

Reference

Frequently asked questions

When did Cullen/Frost Bankers Inc file this 8-K?
Cullen/Frost Bankers Inc (CFR) filed this Current Report (Form 8-K) with the SEC on April 29, 2026. The accession number assigned by EDGAR is 0000039263-26-000031.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Shareholders elected fourteen directors for 1-year terms; approved executive compensation; and ratified Ernst & Young LLP as auditors. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Cullen/Frost Bankers Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Cullen/Frost Bankers Inc has filed under CIK 39263, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
Disclaimer

The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.

This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.

None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.

No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.

Full disclaimer