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 28, 2021 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 Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B CFR.PrB 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 28, 2021, shareholders voted on the following matters: (1) To elect twelve Director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2022 Annual Meeting of Shareholders. Final voting results were as follows: Name of Nominee Votes For Votes Against Abstentions Broker Non-Votes Carlos Alvarez 55,366,167  516,150  69,226  4,238,839  Chris M. Avery 55,651,174  232,642  67,727  4,238,839  Anthony R. Chase 54,317,150  1,565,374  69,019  4,238,839  Cynthia J. Comparin 55,726,579  153,257  71,707  4,238,839  Samuel G. Dawson 55,784,288  93,327  73,928  4,238,839  Crawford H. Edwards 55,339,330  526,864  85,349  4,238,839  Patrick B. Frost 55,373,380  522,789  55,374  4,238,839  Phillip D. Green 53,799,983  2,083,899  67,661  4,238,839  David J. Haemisegger 55,251,514  629,744  70,285  4,238,839  Karen E. Jennings 55,283,433  589,178  78,932  4,238,839  Charles W. Matthews 48,053,408  7,825,102  73,033  4,238,839  Ida Clement Steen 54,849,111  1,040,132  62,300  4,238,839  (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, 2021. Final voting results were as follows: Votes For 58,287,665  Votes Against 1,852,208  Abstentions 50,509  (3) To provide nonbinding approval of executive compensation. Final voting results were as follows: Votes For 54,940,117  Votes Against 680,206  Abstentions 331,220  Broker Non-Votes 4,238,839  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 28, 2021