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CFR > SEC Filings for CFR > Form 8-K on 31-Jul-2014All Recent SEC Filings

Show all filings for CULLEN/FROST BANKERS, INC.



Change in Directors or Principal Officers, Regulation FD Disclosure, F

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 31, 2014, the Board of Directors (the "Board") of Cullen/Frost Bankers, Inc. ("Cullen/Frost") voted to expand the Board by one director and elected Jack Wood to fill the vacant seat, effective July 31, 2014, for a term expiring at Cullen/Frost's Annual Meeting of Shareholders in 2015 or until his earlier resignation or removal. Mr. Wood has not been named to any committees of the Board.
Cullen/Frost had agreed to elect Mr. Wood to the Board under the Agreement and Plan of Merger whereby Cullen/Frost acquired WNB Bancshares, Inc. ("WNB") on May 30, 2014. As consideration for this acquisition, Cullen/Frost issued one million shares of the common stock, par value $.01 per share, of Cullen/Frost and paid approximately $24.5 million in cash to Mr. Wood as a shareholder of WNB. Mr. Wood was also the President and a director of WNB at the time of the acquisition.
On May 30, 2014, Frost Bank entered into a Letter Agreement with Southwest Energy Distributors, Inc. ("Southwest"), pursuant to which Southwest may use office space at Frost Bank's Faudree Road location in Odessa, Texas and receive other incidental services, the fair value of which is estimated to be $52 thousand per year, in exchange for the consulting services of Mr. Wood, Donald Wood, the brother of Mr. Wood, and Clay Wood, the father of Mr. Wood. Mr. Wood is Vice President of Southwest and owns a 29.5% interest in Southwest. The Letter Agreement is attached as Exhibit 99.2 and incorporated into this item by reference.

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 July 31, 2014. The information furnished by Cullen/Frost pursuant to this item 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 July 31 2014.

99.2 Letter Agreement between Frost Bank and Southwest Energy Distributors, Inc.

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