Commerce Bancshares Reports Executive Compensation Changes

TL;DR

**Commerce Bancshares just updated executive pay structures, watch for impact on performance.**

AI Summary

Commerce Bancshares, Inc. /MO/ filed an 8-K on February 6, 2024, reporting an event that occurred on January 31, 2024, related to changes in compensatory arrangements for certain officers. This filing, under Item 5.02, indicates potential adjustments to executive pay structures, which could impact the company's operational costs and executive incentives. For investors, understanding these changes is crucial as they can influence executive performance, retention, and ultimately, the company's financial health and stock valuation.

Why It Matters

Changes in executive compensation can signal shifts in company strategy, impact executive motivation, and affect the company's bottom line, directly influencing shareholder value.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of changes in compensatory arrangements, not indicating immediate financial distress or major operational shifts.

Analyst Insight

Investors should monitor future filings or proxy statements for specific details on the changes to compensatory arrangements, as these could influence executive incentives and long-term company performance.

Key Players & Entities

• Commerce Bancshares, Inc. /MO/ (company) — the registrant filing the 8-K
• January 31, 2024 (date) — date of the earliest event reported
• February 6, 2024 (date) — date the 8-K was filed
• Item 5.02 (other) — SEC filing item for Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FAQ

Key Financial Figures

• $5 — ) Name of exchange on which registered $5 Par Value Common Stock CBSH NASDAQ Glob

Filing Documents

• cbsh-20240131.htm (8-K) — 38KB
• 0000022356-24-000008.txt ( ) — 162KB
• cbsh-20240131.xsd (EX-101.SCH) — 2KB
• cbsh-20240131_lab.xml (EX-101.LAB) — 24KB
• cbsh-20240131_pre.xml (EX-101.PRE) — 12KB
• cbsh-20240131_htm.xml (XML) — 3KB

From the Filing

cbsh-20240131 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 31, 2024 Commerce Bancshares, Inc. (Exact name of registrant as specified in its charter) Missouri 001-36502 43-0889454 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1000 Walnut, Kansas City, MO 64106 (Address of principal executive offices) (Zip Code) ( 816 ) 234-2000 (Registrant's telephone number, including area code) 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 class Trading symbol(s) Name of exchange on which registered $5 Par Value Common Stock CBSH NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 (e) On January 31, 2024, the Compensation and Human Resources Committee of the Board of Directors of Commerce Bancshares, Inc. (the Company) approved the base salary for 2024 (effective April 1, 2024) and the payment of cash bonuses to the Company's CEO and its other named executive officers, as listed in the table below. The cash bonuses include performance-based compensation in accordance with the Company's Executive Incentive Compensation Plan. The Committee also approved the grant to those individuals of restricted stock awards and stock appreciation rights under the Company's Equity Incentive Plan. 2023 Restricted Stock 2024 Performance- Stock Appreciation Salary Based Bonus Awards Rights Executive Officer Title $ $ # # John W. Kemper President & CEO 1,041,591 905,559 43,949 40,634 Charles G. Kim Executive Vice President & CFO 583,585 360,359 9,775 — Kevin G. Barth Executive Vice President 583,585 327,599 9,775 — Robert S. Holmes Executive Vice President 516,250 269,100 7,885 — John K. Handy Executive Vice President 516,250 319,350 9,731 — Exhibits 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. SIGNATURE 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. COMMERCE BANCSHARES, INC. By: /s/ Paul A. Steiner Paul A. Steiner Controller (Chief Accounting Officer) Date: February 6, 2024

View Full Filing

View this 8-K filing on SEC EDGAR