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, 2011

 

 

CULLEN/FROST BANKERS, INC.

(Exact name of issuer as specified in its charter)

 

 

 

Texas		001-13221		74-1751768
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
100 West Houston Street, San Antonio, Texas				78205
(Address of principal executive offices)				(Zip Code)

(210) 220-4011

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, 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 (see General Instruction A.2 below):

 

¨	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))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of Cullen/Frost Bankers, Inc. (the “Corporation”) held on April 28, 2011, shareholders voted on the following matters:

 

(1)	To elect thirteen nominees to serve as Directors for a one-year term that will expire at the 2012 Annual Meeting of Shareholders. Final voting results were as follows:

 

Name of Nominee		Votes For				Votes Withheld				Broker Non-Votes
R. Denny Alexander			46,265,086				5,043,396				5,397,343
Carlos Alvarez			51,244,352				64,130				5,397,343
Royce S. Caldwell			50,562,583				745,899				5,397,343
Crawford H. Edwards			51,074,195				234,287				5,397,343
Ruben M. Escobedo			50,582,272				726,210				5,397,343
Richard W. Evans, Jr.			50,764,592				543,890				5,397,343
Patrick B. Frost			51,103,796				204,686				5,397,343
David J. Haemisegger			51,207,396				101,086				5,397,343
Karen E. Jennings			50,693,972				614,510				5,397,343
Richard M. Kleberg, III			51,105,672				202,810				5,397,343
Charles W. Matthews			51,223,062				85,420				5,397,343
Ida Clement Steen			51,094,109				214,373				5,397,343
Horace Wilkins, Jr.			51,132,836				175,646				5,397,343

 

(2)	To ratify the selection of Ernst & Young LLP to act as independent auditors of the Corporation for the fiscal year that began January 1, 2011. Final voting results were as follows:

 

Votes For			56,461,916
Votes Against			199,869
Abstentions			44,040

 

(3)	To adopt the following advisory (non-binding) resolution approving executive compensation:

“RESOLVED, that the compensation paid to the Cullen/Frost Bankers, Inc.’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Final voting results were as follows:

 

Votes For			49,761,811
Votes Against			1,306,227
Abstentions			240,444
Broker Non-Votes			5,397,343

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(4)	To vote on the following resolution to provide an advisory (non-binding) selection of the frequency of future votes relating to executive compensation:

“RESOLVED, that shareholders of Cullen/Frost Bankers, Inc. indicate, by their vote on this resolution, whether the vote on executive compensation required by Rule 14a-21(a) should take place every one year, every two years or every three years.”

Final voting results were as follows:

 

1 Year			40,917,958
2 Years			286,191
3 Years			9,695,891
Abstentions			408,442
Broker Non-Votes			5,397,343

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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.