Executive Change

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): January 21, 2020   Cullen/Frost Bankers, Inc. (Exact name of registrant as specified in its charter) Texas   001-13221   74-1751768 (State or other jurisdiction of incorporation or organization)   (Commission File Number)   (I.R.S. Employer Identification No.) 111 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, 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 class   Trading Symbol(s)   Name of each exchange on which registered           Common Stock, $.01 Par Value   CFR   New York Stock Exchange 5.375% Non-Cumulative Perpetual Preferred Stock, Series A   CFR.PRA   New 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 21, 2020, Richard M. Kleberg, III notified Cullen/Frost Bankers, Inc. (“Cullen/Frost”) of his decision not to stand for re-election to the Board of Directors of Cullen/Frost when his term expires at Cullen/Frost’s 2020 Annual Meeting of Shareholders currently scheduled to be held on April 29, 2020. 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 Dated:    January 24, 2020