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, 2023

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, 2023, the Board of Directors (the "Board") of Cullen/Frost Bankers, Inc. (“Cullen/Frost”) elected Jack Willome to serve as a director of Cullen/Frost effective immediately. Also on January 25, 2023, the size of the Board was expanded from twelve members to thirteen.

Mr. Willome was the President of Ellison Industries, a leading home builder in San Antonio, from 1979 until the company's sale in 1996. Following his retirement, Mr. Willome was a consultant and facilitator, helping numerous organizations, families and individuals develop their strategic focus. He previously served as a director on the boards of Texas Commerce Bank-San Antonio, Guaranty Federal Bank, and GPM Life Insurance and is currently a director at James Avery Craftsman. He is a graduate of the University of Kansas with a Bachelor in Business Administration degree.

The Board has determined that Mr. Willome is independent under the listed company standards of the New York Stock Exchange and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Mr. Willome will serve on the Compensation & Benefits, Nominating and Governance and the Risk Committees of the Board.

Mr. Willome's compensation will be consistent with that of other non-employee directors.

There are no arrangements or understandings between Mr. Willome and any other person pursuant to which Mr. Willome was selected as a director and there are no related party transactions between Cullen/Frost and Mr. Willome that would require disclosure under Item 404(a) of Regulation S-K.

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 25, 2023. 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.

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 25, 2023

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release.
104	Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.

EX-99.1

Exhibit 99.1

                                        AB Mendez

Investor Relations

                                         210-220-5234

                                         or

                                         Bill Day

                                        Media Relations

                                         210-220-5427

FOR IMMEDIATE RELEASE

CULLEN/FROST BANKERS ANNOUNCES ELECTION

OF JACK WILLOME TO BOARD OF DIRECTORS

SAN ANTONIO, Jan. 25, 2023 – The board of directors of Cullen/Frost Bankers, Inc. (NYSE: CFR) announced that Jack Willome has been elected to the board. He has joined three board committees: Corporate Governance and Nominating; Compensation and Benefits; and Risk.

“Jack may be a new addition to the board, but he isn’t new to Frost,” said Phil Green, Cullen/Frost Chairman and CEO. “He has worked with our teams as a consultant for many years, and he was instrumental in helping Frost produce its Frost Philosophy in written form, known as the blue book. Having literally written our philosophy, he is a great match for the board.”

Willome is retired from Ellison Industries, a leading homebuilder in San Antonio. Willome joined Ellison in 1972, served as the company’s chief financial officer from 1975-78 and was president from 1979 until the company’s sale in 1996. Following his retirement, Willome became a business consultant and facilitator, helping numerous organizations, families and individuals develop their strategic focus.

Willome also is a director at James Avery Craftsman Inc. and has served on numerous other company and nonprofit boards of directors, including Texas Commerce Bank-San Antonio, Guaranty Federal Bank, GPM Life Insurance and the University of Texas Health Science Center’s Center for Medical Humanities and Ethics. He is a graduate of the University of Kansas with a Bachelor in Business Administration degree.

About Frost:

Frost is the banking, investments and insurance subsidiary of Cullen/Frost Bankers, Inc. (NYSE: CFR), a financial holding company with $52.9 billion in assets at Sept. 30, 2022. One of the 50 largest U.S. banks by asset size, Frost provides a full range of banking, investments and insurance services to businesses and individuals in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Permian Basin, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost has helped Texans with their financial needs during three centuries. For more information, visit www.frostbank.com.

XML

Document and Entity Information Statement	Jan. 25, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 25, 2023
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