Shareholder Vote

United States Securities and Exchange Commission 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, 2019   Cullen/Frost Bankers, Inc. (Exact name of issuer as specified in its charter)   Texas 74-1751768 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)     100 W. Houston Street, San Antonio, Texas 78205 (Address of principal executive offices) (Zip code) (210) 220-4011 (Registrant’s telephone number, including area code) N/A (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: ¨ 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)) 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 5.07 Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders of Cullen/Frost Bankers, Inc. (“Cullen/Frost”) held on April 24, 2019 , shareholders voted on the following matters: (1) To elect fifteen Director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2020 Annual Meeting of Shareholders. Final voting results were as follows: Name of Nominee   Votes For   Votes Against   Abstentions   Broker Non-Votes Carlos Alvarez   54,128,484   377,155   325,079   5,199,651 Chris M. Avery   54,453,205   55,298   322,215   5,199,651 Cynthia J. Comparin   54,430,118   77,304   323,296   5,199,651 Samuel G. Dawson   54,445,694   60,532   324,492   5,199,651 Crawford H. Edwards   54,119,882   375,055   335,781   5,199,651 Patrick B. Frost   54,309,569   204,806   316,343   5,199,651 Phillip D. Green   53,745,597   763,202   321,919   5,199,651 David J. Haemisegger   51,467,040   3,024,303   339,375   5,199,651 Jarvis V. Hollingsworth   51,759,186   2,758,562   312,970   5,199,651 Karen E. Jennings   54,136,903   374,810   319,005   5,199,651 Richard M. Kleberg, III   54,014,889   498,358   317,471   5,199,651 Charles W. Matthews   46,996,902   7,497,436   336,380   5,199,651 Ida Clement Steen   54,128,529   375,077   327,112   5,199,651 Graham Weston   51,072,068   3,435,554   323,096   5,199,651 Horace Wilkins, Jr.   51,384,361   3,107,382   338,975   5,199,651 (2) To ratify the selection of Ernst & Young LLP to act as independent auditors of Cullen/Frost for the fiscal year that began January 1, 2019. Final voting results were as follows: Votes For 59,071,618 Votes Against 641,289 Abstentions 317,462 (3) To provide nonbinding approval of executive compensation. Final voting results were as follows: Votes For 53,428,079 Votes Against 820,419 Abstentions 582,220 Broker Non-Votes 5,199,651 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 25, 2019