Shareholder Vote

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, 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 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 29, 2020 , shareholders voted on the following matters: (1) To elect thirteen Director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2021 Annual Meeting of Shareholders. Final voting results were as follows: Name of Nominee   Votes For   Votes Against   Abstentions   Broker Non-Votes Carlos Alvarez   53,543,250   408,102   335,195   4,865,467 Chris M. Avery   53,836,762   110,742   339,043   4,865,467 Anthony R. Chase   53,874,248   66,410   345,889   4,865,467 Cynthia J. Comparin   53,830,269   106,582   349,696   4,865,467 Samuel G. Dawson   53,890,008   42,178   354,361   4,865,467 Crawford H. Edwards   53,594,571   362,176   329,800   4,865,467 Patrick B. Frost   53,584,211   384,286   318,050   4,865,467 Phillip D. Green   52,905,952   1,024,058   356,537   4,865,467 David J. Haemisegger   53,415,055   527,929   343,563   4,865,467 Karen E. Jennings   53,428,736   514,270   343,541   4,865,467 Charles W. Matthews   47,034,001   6,910,609   341,937   4,865,467 Ida Clement Steen   53,497,619   446,309   342,619   4,865,467 Graham Weston   53,496,434   456,535   333,578   4,865,467 (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, 2020. Final voting results were as follows: Votes For 58,293,102 Votes Against 533,841 Abstentions 325,071 (3) To provide nonbinding approval of executive compensation. Final voting results were as follows: Votes For 52,869,015 Votes Against 953,909 Abstentions 463,623 Broker Non-Votes 4,865,467 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 29, 2020