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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): January 26, 2006 |
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CULLEN/FROST BANKERS, INC. |
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(Exact name of issuer as specified in its charter) |
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Texas |
0-7275 |
74-1751768 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
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100 West Houston Street, San Antonio, Texas |
78205 |
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(Address of principal executive offices) |
(Zip Code) |
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(210) 220-4011 |
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(Registrant's telephone number, including area code) |
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Not Applicable |
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(Former name or former address, if changed since last report) |
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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): |
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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Item 1.01 Entry Into A Material Definitive Agreement |
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On January 26, 2006, the Board of Directors of Cullen/Frost Bankers, Inc. (the "Corporation") approved changes to the Corporation's Director compensation arrangements. A description of the Corporation's Director compensation arrangements is as follows: |
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Director Compensation |
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Employees of the Corporation receive no fees for their services as members of the Board of Directors or any of its committees. Non-employee Directors receive an annual retainer fee of $16,000 and $2,000 for each Board meeting attended. In addition, non-employee Directors receive $1,000 for attending each meeting of a committee of the Board to which they have been appointed, except that the Chairman of the Audit Committee receives $1,500 for each meeting of the Audit Committee attended. Also, Committee Chairpersons and the Managing Director receive an annual retainer fee of $5,000. Non-employee Directors are also eligible to receive stock options each year under Cullen/ Frost's 1997 Director Stock Plan. |
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In addition, the Corporation's Board of Directors also serves as the Board of Directors for The Frost National Bank, a subsidiary of the Corporation. Non-employee Directors receive $2,000 for each meeting of such Board attended and $1,000 for attending each meeting of a committee of such Board to which they have been appointed. |
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SIGNATURES |
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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. |
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CULLEN/FROST BANKERS, INC. |
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By: |
/s/ Phillip D. Green |
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Phillip D. Green |
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Group Executive Vice President |
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and Chief Financial Officer |
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Dated: |
January 26, 2006 |
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