---
schema_version: "secwatch.filing_event.v1"
accession: "0000039263-23-000038"
form_type: "8-K"
ticker: "CFR"
cik: "0000039263"
company_name: "CULLEN/FROST BANKERS, INC."
filed_at: "2023-04-26T23:59:59+00:00"
generated_at: "2026-06-16T14:06:03.298619+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Cullen/Frost shareholders elect all 13 director nominees, approve say-on-pay annually

## Summary
- All 13 director nominees elected with strong majority support; votes for ranged from 50.8M to 54.5M.
- Nonbinding say-on-pay approved with 53.5M votes for (97.8% of votes cast).
- Shareholders selected a 1-year frequency for future say-on-pay votes; company will hold annual advisory votes.
- Ratification of Ernst & Young as independent auditor for 2023 passed with 59.4M votes for (98.8% of votes cast).

## SEC filing metadata
- accession: 0000039263-23-000038
- form_type: 8-K
- ticker: CFR
- cik: 0000039263
- company_name: CULLEN/FROST BANKERS, INC.
- filed_at: 2023-04-26T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/39263/000003926323000038/0000039263-23-000038-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/39263/000003926323000038/cfr-20230426.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000039263-23-000038
- JSON: https://secwatch.observer/filing/0000039263-23-000038.json
- Plain text: https://secwatch.observer/filing/0000039263-23-000038.txt

## Key facts
- Shareholder Votes
  CULLEN/FROST BANKERS, INC. shareholders approved Non-binding selection of the frequency of future votes on executive compensation at the 2023-04-26 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: (3) To provide a non-binding selection of the frequency of future votes on executive compensation by indicating whether the vote on executive compensation should take place every one year, every two years or every three years. Final voting results were as follows: 1 Year 53,675,622 2 Years 88,493 3 Years 1,114,810 Abstentions 114,409 Broker Non-Votes 5,106,403
  evidence_url: https://www.sec.gov/Archives/edgar/data/39263/000003926323000038/0000039263-23-000038-index.htm
- Shareholder Votes
  CULLEN/FROST BANKERS, INC. shareholders approved Election of thirteen Director nominees at the 2023-04-26 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: (1) To elect thirteen Director nominees to serve on the Board of Directors of Cullen/Frost for a one-year term that will expire at the 2024 Annual Meeting of Shareholders. Final voting results were as follows: Name of Nominee Votes For Votes Against Abstentions Broker Non-Votes Carlos Alvarez 54,370,960 509,783 112,591 5,106,403
  evidence_url: https://www.sec.gov/Archives/edgar/data/39263/000003926323000038/0000039263-23-000038-index.htm
- Shareholder Votes
  CULLEN/FROST BANKERS, INC. shareholders approved Nonbinding approval of executive compensation at the 2023-04-26 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: (2) To provide nonbinding approval of executive compensation. Final voting results were as follows: Votes For 53,464,855 Votes Against 1,229,882 Abstentions 298,597 Broker Non-Votes 5,106,403
  evidence_url: https://www.sec.gov/Archives/edgar/data/39263/000003926323000038/0000039263-23-000038-index.htm
- Shareholder Votes
  CULLEN/FROST BANKERS, INC. shareholders approved Ratification of Ernst & Young LLP as independent auditors at the 2023-04-26 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: (4) To ratify the selection of Ernst & Young LLP to act as independent auditors of Cullen/Frost for the fiscal year that began January 1, 2023. Final voting results were as follows: Votes For 59,385,378 Votes Against 618,905 Abstentions 95,454
  evidence_url: https://www.sec.gov/Archives/edgar/data/39263/000003926323000038/0000039263-23-000038-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.