Cullen/Frost Bankers (CFR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 30, 2025, at the Frost Tower Conference Center in San Antonio, Texas.

• Shareholders of record as of March 4, 2025, are eligible to vote on key proposals.

• Proxy materials, including the notice, proxy statement, and annual report, are available online and by request.

Voting matters and shareholder proposals

• Election of 13 director nominees for a one-year term expiring at the 2026 annual meeting.

• Nonbinding approval of executive compensation (say-on-pay) is up for shareholder vote.

• Ratification of Ernst & Young LLP as independent auditors for the fiscal year beginning January 1, 2025.

• Board recommends a vote FOR proposals 1, 2, and 3.

• Other business may be transacted as properly brought before the meeting.

Board of directors and corporate governance

• Thirteen director nominees are listed for election, each to serve a one-year term.