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  4. [8-K] CULLEN/FROST BANKERS, INC. Reports Material Event

Shareholders at Cullen/Frost (NYSE: CFR) back directors, pay plan and Ernst & Young

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cullen/Frost Bankers, Inc. reported the results of its April 29, 2026 annual shareholder meeting. Shareholders elected fourteen directors to one-year terms, with each nominee receiving more than 50 million votes in favor and additional broker non-votes recorded on the election item.

Shareholders also gave nonbinding approval to the company’s executive compensation program, with 50,928,898 votes for, 1,530,796 against and 153,686 abstentions, alongside 6,451,057 broker non-votes. In addition, they ratified Ernst & Young LLP as independent auditors for the fiscal year beginning January 1, 2026, with 57,710,536 votes for, 1,237,323 against and 116,578 abstentions.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Highest director votes for 52,267,841 votes Votes for director nominee Jeffrey M. Rummel
Say-on-pay votes for 50,928,898 votes Nonbinding approval of executive compensation
Say-on-pay votes against 1,530,796 votes Nonbinding approval of executive compensation
Auditor ratification votes for 57,710,536 votes Ratification of Ernst & Young LLP for 2026 fiscal year
Auditor ratification votes against 1,237,323 votes Ratification of Ernst & Young LLP for 2026 fiscal year
Broker non-votes on items 1 and 2 6,451,057 shares Director elections and say-on-pay proposals
nonbinding approval of executive compensation financial
"To provide nonbinding approval of executive compensation. Final voting results were as follows"
Broker Non-Votes financial
"Name of Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent auditors financial
"To ratify the selection of Ernst & Young LLP to act as independent auditors of the Company"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Annual Meeting of Shareholders financial
"At the Annual Meeting of Shareholders of the Company held on April 29, 2026, shareholders voted"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
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Understanding 8-K Material Events →
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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, 2026
Cullen/Frost Bankers, Inc.
(Exact name of registrant as specified in its charter)
Texas001-1322174-1751768
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
111 W. Houston Street,San Antonio,Texas78205
(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 classTrading Symbol(s)Name of each exchange on
which registered
Common Stock, $.01 Par ValueCFRNew York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series BCFR.PrBNew 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 5.07Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of the Company held on April 29, 2026, shareholders voted on the following matters:
(1)To elect fourteen Director nominees to serve on the Board of Directors of the Company for a one-year term that will expire at the 2027 Annual Meeting of Shareholders. Final voting results were as follows:
Name of NomineeVotes ForVotes AgainstAbstentionsBroker
Non-Votes
Hope Andrade51,978,882 523,317 111,181 6,451,057 
Anthony R. Chase51,435,150 1,043,371 134,859 6,451,057 
Cynthia J. Comparin51,708,705 792,323 112,352 6,451,057 
Samuel G. Dawson51,957,106 538,830 117,444 6,451,057 
Crawford H. Edwards52,221,785 274,860 116,735 6,451,057 
John T. Engates52,167,597 316,657 129,126 6,451,057 
Phillip D. Green51,742,031 784,648 86,701 6,451,057 
David J. Haemisegger51,585,394 900,229 127,757 6,451,057 
Charles W. Matthews50,362,468 1,872,037 378,875 6,451,057 
Joseph A. Pierce51,763,247 720,473 129,660 6,451,057 
Jeffrey M. Rummel52,267,841 207,457 138,082 6,451,057 
Linda B. Rutherford51,765,683 724,340 123,357 6,451,057 
Marsha M. Shields52,224,659 273,628 115,093 6,451,057 
Jack Willome51,932,140 531,430 149,810 6,451,057 
(2)To provide nonbinding approval of executive compensation. Final voting results were as follows:
Votes For50,928,898 
Votes Against1,530,796 
Abstentions153,686 
Broker Non-Votes6,451,057 
(3)To ratify the selection of Ernst & Young LLP to act as independent auditors of the Company for the fiscal year that began January 1, 2026. Final voting results were as follows:
Votes For57,710,536 
Votes Against1,237,323 
Abstentions116,578 

2

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/ Daniel J. Geddes
 Daniel J. Geddes
 Group Executive Vice President and Chief Financial Officer
 (Duly Authorized Officer, Principal Financial Officer)
Dated:April 29, 2026


3

Source: View Original Filing on SEC EDGAR

FAQ

What did Cullen/Frost (CFR) shareholders decide at the 2026 annual meeting?

Shareholders approved all major items, including electing fourteen directors, endorsing executive pay on a nonbinding basis, and ratifying Ernst & Young LLP as independent auditors. Votes on each proposal showed strong support, with over 50 million votes for key items and limited opposition or abstentions.

How did shareholders vote on director elections for Cullen/Frost (CFR) in 2026?

All fourteen director nominees were elected to one-year terms, each receiving more than 50 million votes in favor. For example, Jeffrey M. Rummel received 52,267,841 votes for, 207,457 against and 138,082 abstentions, with 6,451,057 broker non-votes reported on the director election item.

What were Cullen/Frost (CFR) shareholders’ 2026 say-on-pay results?

Shareholders gave nonbinding approval to executive compensation with 50,928,898 votes for, 1,530,796 against and 153,686 abstentions. There were also 6,451,057 broker non-votes. This advisory vote reflects broad shareholder support for the company’s current pay practices for top executives at the 2026 meeting.

Which auditor did Cullen/Frost (CFR) shareholders ratify for 2026 and how was the vote split?

Shareholders ratified Ernst & Young LLP as independent auditors for the fiscal year beginning January 1, 2026. The vote totaled 57,710,536 for, 1,237,323 against and 116,578 abstentions. This outcome confirms continued use of Ernst & Young LLP for external audit services during 2026.

What are broker non-votes in Cullen/Frost (CFR) 2026 meeting results?

Broker non-votes arise when brokers hold shares in street name and do not receive voting instructions on non-routine items. For Cullen/Frost’s 2026 meeting, 6,451,057 broker non-votes were reported on the director election and say-on-pay proposals, but not on the auditor ratification item.

How many votes opposed executive pay and the auditor at Cullen/Frost (CFR)?

Executive compensation drew 1,530,796 votes against and 153,686 abstentions, versus over 50 million votes in favor. Ratification of Ernst & Young LLP as auditor saw 1,237,323 votes against and 116,578 abstentions, compared with 57,710,536 votes supporting the audit firm’s appointment.

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