Commerce Bancshares Inc. Announces 2024 Annual Shareholder Meeting Details

Ticker: CBSH · Form: DEF 14A · Filed: Mar 8, 2024 · CIK: 22356

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Virtual Meeting, Shareholder Rights, Corporate Governance

TL;DR

<b>Commerce Bancshares, Inc. will hold its 2024 Annual Shareholder Meeting virtually on April 17, 2024, accessible via webcast.</b>

AI Summary

COMMERCE BANCSHARES INC /MO/ (CBSH) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. The Annual Meeting of Shareholders for Commerce Bancshares, Inc. will be held virtually on April 17, 2024, at 9:30 a.m. Shareholders can attend the meeting via a live webcast at https://meetnow.global/MJU5XK6. Login for shareholders will require their control numbers; no password is needed. The company is utilizing SEC rules to furnish proxy materials over the internet, reducing distribution costs. This filing is a Definitive Proxy Statement (DEF 14A) filed on March 8, 2024, for the fiscal year ending December 31, 2023.

Why It Matters

For investors and stakeholders tracking COMMERCE BANCSHARES INC /MO/, this filing contains several important signals. The shift to a virtual-only meeting and internet-based proxy material distribution aims to streamline the process and reduce costs for the company. Shareholders need to be aware of the virtual attendance method and login requirements to participate in the meeting and vote on company matters.

Risk Assessment

Risk Level: — COMMERCE BANCSHARES INC /MO/ shows moderate risk based on this filing. The filing is a routine DEF 14A proxy statement, indicating standard corporate governance procedures rather than significant new financial or operational developments.

Analyst Insight

Shareholders should review the proxy materials to understand proposals and executive compensation before the April 17th virtual meeting.

Key Numbers

Key Players & Entities

FAQ

When did COMMERCE BANCSHARES INC /MO/ file this DEF 14A?

COMMERCE BANCSHARES INC /MO/ filed this Proxy Statement (DEF 14A) with the SEC on March 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by COMMERCE BANCSHARES INC /MO/ (CBSH).

Where can I read the original DEF 14A filing from COMMERCE BANCSHARES INC /MO/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by COMMERCE BANCSHARES INC /MO/.

What are the key takeaways from COMMERCE BANCSHARES INC /MO/'s DEF 14A?

COMMERCE BANCSHARES INC /MO/ filed this DEF 14A on March 8, 2024. Key takeaways: The Annual Meeting of Shareholders for Commerce Bancshares, Inc. will be held virtually on April 17, 2024, at 9:30 a.m.. Shareholders can attend the meeting via a live webcast at https://meetnow.global/MJU5XK6.. Login for shareholders will require their control numbers; no password is needed..

Is COMMERCE BANCSHARES INC /MO/ a risky investment based on this filing?

Based on this DEF 14A, COMMERCE BANCSHARES INC /MO/ presents a moderate-risk profile. The filing is a routine DEF 14A proxy statement, indicating standard corporate governance procedures rather than significant new financial or operational developments.

What should investors do after reading COMMERCE BANCSHARES INC /MO/'s DEF 14A?

Shareholders should review the proxy materials to understand proposals and executive compensation before the April 17th virtual meeting. The overall sentiment from this filing is neutral.

How does COMMERCE BANCSHARES INC /MO/ compare to its industry peers?

Commerce Bancshares, Inc. operates as a bank holding company, providing a range of financial services. This filing pertains to its annual shareholder meeting and proxy materials.

Are there regulatory concerns for COMMERCE BANCSHARES INC /MO/?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing the solicitation of proxies.

Industry Context

Commerce Bancshares, Inc. operates as a bank holding company, providing a range of financial services. This filing pertains to its annual shareholder meeting and proxy materials.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing the solicitation of proxies.

What Investors Should Do

  1. Shareholders should ensure they have their control numbers ready for virtual meeting access.
  2. Review the proxy statement for details on voting procedures and any proposals presented.
  3. Note the virtual-only format and the absence of an in-person meeting option.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 annual meeting, providing details on the upcoming shareholder event and proxy material distribution methods.

Filing Stats: 4,765 words · 19 min read · ~16 pages · Grade level 11.1 · Accepted 2024-03-08 10:50:14

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5 COMPOSITION OF THE BOARD, BOARD DIVERSITY AND DIRECTOR QUALIFICATIONS 7 Composition of the Board 7 Board Diversity 7 Director Qualifications 8 PROPOSAL ONE — ELECTION OF THE 2027 CLASS OF DIRECTORS 8 Nominees for Election to the 2027 Class of Directors 8 CORPORATE GOVERNANCE 13 Corporate Governance Guidelines and Code of Ethics 13 Shareholder Communications 13 Director Independence 13 Board Meetings 13 Board Leadership Structure 13 Committees of the Board 14 Board Risk Oversight 16 Information Security and Data Privacy 16 Environmental, Social and Governance 16 Shareholder Proposals and Nominations 17 Transactions with Related Persons 18 Delinquent Section 16(a) Reports 19 Director Compensation 19 COMPENSATION DISCUSSION AND ANALYSIS 21 Introduction 21 Our Compensation Philosophy 21 Compensation and Human Resources Committee Processes 21 Elements of Compensation 24 Severance Agreements 28 Stock Ownership Guidelines 28 Impact of Accounting and Tax Treatment 28 Clawback Policy 29 Other Policies 29 Incentive Compensation Risk Assessment 29 COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT 29

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 30 Summary Compensation Table 30 Pay Versus Performance Table 32 CEO Pay Ratio 34 Grants of Plan-Based Awards 35 Outstanding Equity Awards at Fiscal Year-End 36 Option Exercises and Stock Vested 37 Pension Benefits 37 Pension Benefits Narrative 38 Nonqualified Deferred Compensation 39 Nonqualified Deferred Compensation Narrative 39 Employment Agreements and Elements of Post-Termination Compensation 40 Potential Payments upon Termination or Change of Control 42 Equity Compensation Plan Information 44 Compensation and Human Resources Committee Interlocks and Insider Participation 44 Table of Contents AUDIT AND RISK COMMITTEE REPORT 45 Pre-approval of Services by the External Independent Registered Public Accounting Firm 46 Fees Paid to KPMG LLP 46 PROPOSAL TWO — RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 202 4 46 PROPOSAL THREE — SAY ON PAY — ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION 46 OTHER MATTERS 47 ELECTRONIC ACCESS TO PROXY STATEMENT AND ANNUAL REPORT 47 Table of Contents PROXY STATEMENT COMMERCE BANCSHARES, INC. 1000 Walnut Street Kansas City, Missouri 64106 Annual Meeting April 17, 2024 SOLICITATION This Proxy Statement, the accompanying proxy card and the 2023 Annual Report to Shareholders of Commerce Bancshares, Inc. (the "Company" or "Commerce"), are first being made available to security holders on or about March 8, 2024. The Board of Directors of the Company (the "Board" or "Board of Directors") is soliciting your proxy to vote your shares at the Annual Meeting of Shareholders (the "Meeting") on April 17, 2024. The Board is soliciting your proxy to give all shareholders of record the opportunity to vote on matters that will be presented at the Meeting. This Proxy Statement provides you with information on these matters to assist you in voting your shares. What is a Proxy? A p

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security ownership of certain beneficial owners

Security ownership of certain beneficial owners: This table includes each person known as of February 20, 2024 to be the beneficial owner of 5% or more of the Company's outstanding Common Stock. Under applicable Securities and Exchange Commission Rules, beneficial ownership of shares includes shares as to which a person has or shares voting power and/or investment power. Name and Address of Beneficial Owner Number of shares (7) Percent of Class (7) Commerce Bank 7,326,153 (1)(2) 5.6 1000 Walnut Street Kansas City, Missouri 64106 The Vanguard Group 12,372,518 (3) 9.5 100 Vanguard Blvd. Malvern, PA 19355 BlackRock, Inc. 10,983,168 (4) 8.4 50 Hudson Yards New York, NY 10001 Aristotle Capital Management, LLC 8,844,209 (5) 6.8 11100 Santa Monica Blvd., Suite 1700 Los Angeles, CA 90025 1 Congress Street, Suite 1 Boston, MA 02114-2016 _______________________________________ (1) These shares represent the beneficial ownership of the Company's Common Stock held in various trust capacities. Of those shares Commerce Bank had (i) sole voting power over 1,361,181 shares; (ii) shared voting power over 3,198,037 shares; (iii) sole investment power over 2,929,646 shares; and (iv) shared investment power over 1,535,308 shares. (2) Those shares for which Commerce Bank has shared voting power include 2,757,864 shares held as Trustee for the Commerce Bancshares, Inc. Participating Investment Plan (the "Plan"), a 401(k) plan established for the benefit of the Company's employees. Pursuant to the Plan, participants are entitled to direct the Trustee with regard to the voting of each participant's shares held in the Plan. As to any shares for which no timely directions are received, the Trustee will vote such shares in accordance with the direction of the Company. (3) This information is based solely on a Schedule 13G/A filed with the Securities and Exchange Commission (the "SEC") on February 13, 2024. Based upon the informa

Security ownership of management

Security ownership of management: The following information pertains to the Common Stock of the Company beneficially owned, directly or indirectly, by all Directors and nominees for Director, the executive officers named in the Summary Compensation Table, and by all Directors, nominees and executive officers of the Company as a group as of December 31, 2023. Name of Beneficial Owner Number of shares Percent of Class Kevin G. Barth 156,508 (2) * Terry D. Bassham 21,323 * Blackford F. Brauer 36,826 * W. Kyle Chapman 3,851 * Karen L. Daniel 11,936 * Earl H. Devanny, III 27,735 * June McAllister Fowler 3,576 * John K. Handy 67,527 (2) Robert S. Holmes 53,076 (2) * David W. Kemper 1,215,372 (2)(4) 1.3 120,566 (1) 257,680 (3) 47,820 (5) John W. Kemper 216,247 (2)(5) 1.3 257,680 (3) 1,177,198 (4) Jonathan M. Kemper 1,319,191 (2) 1.3 128,090 (1) 257,680 (3) Charles G. Kim 141,621 (2) * Benjamin F. Rassieur, III 35,352 * Todd R. Schnuck 24,897 * Christine B. Taylor 4,024 * Kimberly G. Walker 30,218 * All Directors, nominees and executive officers as a group (including those listed above) 4,101,100 (2) 3.1 _______________________________________ (1) Shared voting power and investment power. (2) Includes shares which could be acquired within 60 days by exercise of stock appreciation rights (SARs). Shares acquired by exercise of SARs were computed on a net basis, assuming the rights were exercised at a price equal to the fair market value of the Common Stock at December 31, 2023. Shares which could be acquired within 60 days by exercise of SARs are as follows: Messrs. Kevin G. Barth — 4,741; John K. Handy — 892; Robert S. Holmes — 3,109; David W. Kemper — 11,331; John W. Kemper — 19,188; Jonathan M. Kemper — 42,296; Charles G. Kim — 12,730; and all Directors, nominees and executive officers as a group (including those listed above) — 106,315. (3) Owned by a corporation for which Messrs. David W. Kemper, John W. Kemper and Jonathan M. Kemper are

: Gender Identity

Part I: Gender Identity Directors 3 9 — 1

: Demographic Background

Part II: Demographic Background African American or Black 1 — — — Alaskan Native or Native American — — — — Asian — — — — Hispanic or Latino/a — — — — Native Hawaiian or Pacific Islander — — — — White 2 9 — — Two or More Races or Ethnicities — — — — LGBTQ+ — Did Not Disclose Demographic Background 1 Board Diversity Matrix (As of December 31, 2022) Total Number of Directors 13 Female Male Non-Binary Did Not Disclose Gender

: Gender Identity

Part I: Gender Identity Directors 3 7 — 3

: Demographic Background

Part II: Demographic Background African American or Black 1 — — — Alaskan Native or Native American — — — — Asian — — — — Hispanic or Latino/a — — — — Native Hawaiian or Pacific Islander — — — — White 2 7 — — Two or More Races or Ethnicities — — — — LGBTQ+ — Did Not Disclose Demographic Background 3 7 Table of Contents Director Qualifications With respect to its recommendations of prospective candidates to the Board, the Committee on Governance/Directors may establish the criteria for Director service and will consider, among other things, the independence of the candidates under applicable standards and such experience and moral character as to create value to the Board, the Company and its shareholders. With respect to incumbent candidates, the Committee on Governance/Directors also considers meeting attendance, meeting participation and ownership of Company stock. The criteria and selection process are not standardized and may vary from time to time. Relevant experience in business, government, the financial industry, cybersecurity, education and other areas are prime measures for any nominee. Additional areas of expertise typically sought by the Committee include, but are not limited to: audit and controls, corporate governance, finance, accounting, major lines of business within the Company, business strategy, specific industries strategically important to the Company, and risk management. PROPOSAL ONE ELECTION OF THE 2027 CLASS OF DIRECTORS Director Nominees Effective as of the date of the Meeting, the full Board will consist of twelve Directors. The Board will be divided into three classes consisting of one class of five Directors (2025 Class), one class of four Directors (2026 Class) and one class of three Directors (2027 Class). The Company will review class composition and will consider a redistribution of Directors among classes in 2025. The election of three Directors to the 2027 Class will take place at the Meeting. At its meeting

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