Executive Change · 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 24, 2024 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Cullen/Frost Bankers, Inc. 2024 Equity Incentive Plan (the “ 2024 Plan ” ) was approved by shareholders of the Company at the Annual Meeting of Shareholders on April 24, 2024 . The 2024 Plan replaces the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) in its entirety and there will be no further grants under the 2015 Plan. The material terms of the 2024 Plan are described in “Proposal No. 3 – Approval of the 2024 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission (the “SEC”) on March 8, 2024 (the “Proxy Statement”), which description is incorporated herein by reference. The description of the 2024 Plan contained herein and in the Proxy Statement is qualified in their entirety by reference to the text of the 2024 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders of the Company held on April 24, 2024, shareholders voted on the following matters: (1) To elect twelve Director nominees to serve on the Board of Directors of the Company for a one-year term that will expire at the 2025 Annual Meeting of Shareholders. Final voting results were as follows: Name of Nominee Votes For Votes Against Abstentions Broker Non-Votes Hope Andrade 53,836,172  543,771  170,527  5,440,915  Chris M. Avery 53,065,871  1,373,061  111,538  5,440,915  Anthony R. Chase 52,589,266  1,809,729  151,475  5,440,915  Cynthia J. Comparin 54,111,153  324,262  115,055  5,440,915  Samuel G. Dawson 52,899,709  1,546,582  104,179  5,440,915  Crawford H. Edwards 54,275,657  172,604  102,209  5,440,915  Phillip D. Green 53,347,211  1,100,290  102,969  5,440,915  David J. Haemisegger 53,604,702  826,534  119,234  5,440,915  Charles W. Matthews 50,320,534  4,075,821  154,115  5,440,915  Joseph A. Pierce 52,681,468  1,708,647  160,355  5,440,915  Linda B. Rutherford 52,735,166  1,689,456  125,848  5,440,915  Jack Willome 53,032,307  1,396,677  121,486  5,440,915  (2) To provide nonbinding approval of executive compensation. Final voting results were as follows: Votes For 53,091,784  Votes Against 1,153,675  Abstentions 305,011  Broker Non-Votes 5,440,915  (3) To approve the 2024 Equity Incentive Plan. Final voting results were as follows: Votes For 53,268,092  Votes Against 1,004,357  Abstentions 278,021  Broker Non-Votes 5,440,915  (4) To ratify the selection of Ernst & Young LLP to act as independent auditors of the Company for the fiscal year that began January 1, 2024. Final voting results were as follows: Votes For 58,738,583  Votes Against 1,162,431  Abstentions 90,371  2 Item 9.01    Financial Statements and Exhibits (d)   Exhibits: 10.1    Cullen/Frost Bankers, Inc. 2024 Equity Incentive Plan (filed as Appendix A to the Company's definitive proxy statement on Schedule 14A filed with the SEC on March 8, 2024, Commission File No. 001-13221). 104    Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document. 3 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 24, 2024 4 EXHIBIT INDEX Exhibit Number Description 10.1 Cullen/Frost Bankers, Inc. 2024 Equity Incentive Plan (filed as Appendix A to the Company's definitive proxy statement on Schedule 14A filed with the SEC on March 8, 2024, Commission File No. 001-13221). 104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document. 5