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.
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