8-K

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): January 25, 2022

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.

On January 25, 2022, Ms. Karen E. Jennings notified Cullen/Frost Bankers, Inc. (“Cullen/Frost”) of her decision to retire and not stand for re-election to the Board of Directors of Cullen/Frost (the “Board”) when her term expires at Cullen/Frost’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) currently scheduled to be held on April 27, 2022.

Also on January 25, 2022, Ms. Ida Clement Steen notified Cullen/Frost of her decision to retire and not stand for re-election to the Board when her term expires at the Annual Meeting currently scheduled to be held on April 27, 2022.

Item 7.01    Regulation FD Disclosure

Attached as Exhibit 99.1 and incorporated into this item by reference is a press release issued by Cullen/Frost on January 28, 2022. The information furnished by Cullen/Frost pursuant to this item, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01    Financial Statements and Exhibits

(d)   Exhibits:

99.1    Press Release dated January 28, 2022.

104    Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.

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

    Dated:    January 28, 2022

EX-99.1

Exhibit 99.1

Bill Day

Media Relations

210-220-5427

CULLEN/FROST BANKERS ANNOUNCES

CHANGES TO BOARD OF DIRECTORS

SAN ANTONIO, Jan. 28, 2022 – The board of directors of Cullen/Frost Bankers, Inc. announced that directors Karen E. Jennings and Ida Clement “Weisie” Steen have notified the board of their decision to retire from the board and not stand for re-election to the board when their terms expire at Cullen/Frost’s annual meeting of shareholders in April.

Jennings joined the Cullen/Frost board in 2001 and serves on the Compensation and Benefits Committee, Corporate Governance and Nominating Committee, and the Risk Committee. Steen joined the Cullen/Frost board in 1996 and serves on the Compensation and Benefits Committee, Corporate Governance and Nominating Committee, and the Technology Committee.

“We’re grateful for the leadership and service provided by Weisie and Karen,” said Phil Green, Cullen/Frost Chairman and CEO. “Their veteran presence has been much appreciated as we have grown over the past two decades, and I want to personally thank them for everything they’ve contributed to our company’s success.”

The board decided to nominate Laurie Baker and Linda Burke Rutherford for election to the board by Cullen/Frost shareholders at the upcoming annual meeting of shareholders in April.

Baker is executive vice president and chief operating officer at Camden Property Trust, a Houston-based publicly traded real estate investment trust. She has been with Camden since

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1999 and is responsible for the oversight and strategy of Camden's portfolio operations and investment funds. Baker has a bachelor of business administration degree in marketing from Sam Houston State University and a master of business administration degree in finance and investments from George Washington University.

Rutherford is executive vice president for people and communications at Dallas-based Southwest Airlines. She has been with Southwest since 1992 and has responsibility over the Communications & Outreach and Culture & Engagement functions as well as People Department (Human Resources), Southwest Airlines University (training and leadership development) and Diversity, Equity & Inclusion. Rutherford has a bachelor of arts degree in journalism from Texas Tech University.

“We’re glad Laurie and Linda both come from great companies that, like Frost, understand the importance of culture and values in generating shareholder value,” Green said.

About Cullen/Frost:

Cullen/Frost Bankers, Inc. (NYSE: CFR) is a financial holding company, headquartered in San Antonio, with $50.9 billion in assets at Dec. 31, 2021. Frost provides a wide range of banking, investments and insurance services to businesses and individuals across Texas in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Permian Basin, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost has helped clients with their financial needs during three centuries. Additional information is available at www.frostbank.com.

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XML

Document and Entity Information Statement	Jan. 26, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 25, 2022
Entity Registrant Name	Cullen/Frost Bankers, Inc.
Entity Incorporation, State or Country Code	TX
Entity File Number	001-13221
Entity Tax Identification Number	74-1751768
Entity Address, Address Line One	111 W. Houston Street,
Entity Address, City or Town	San Antonio,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78205
City Area Code	(210)
Local Phone Number	220-4011
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000039263
Common Stock [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 Par Value
Trading Symbol	CFR
Security Exchange Name	NYSE
Preferred Class B | NEW YORK STOCK EXCHANGE, INC. [Member]
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B
Trading Symbol	CFR.PrB
Security Exchange Name	NYSE