Commerce Bancshares Files 8-K for Bylaw Amendments

TL;DR

CBSH filed an 8-K for bylaw changes effective Oct 25. No major financial news.

AI Summary

Commerce Bancshares, Inc. (CBSH) filed an 8-K on October 30, 2024, reporting an amendment to its articles of incorporation and bylaws, effective October 25, 2024. The filing also included other events and financial statements/exhibits. No specific dollar amounts or significant operational changes were detailed in the provided excerpt.

Why It Matters

This filing indicates internal governance updates for Commerce Bancshares, Inc., which could affect its operational structure or compliance procedures.

Risk Assessment

Risk Level: low — The filing primarily concerns administrative and governance updates rather than significant financial events or operational shifts.

Key Players & Entities

• Commerce Bancshares, Inc. (company) — Registrant
• Missouri (location) — State of Incorporation
• October 25, 2024 (date) — Effective date of amendments
• October 30, 2024 (date) — Filing date

FAQ

Key Financial Figures

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

Filing Documents

• cbsh-20241025.htm (8-K) — 30KB
• cbsh10252024ex31by-lawsame.htm (EX-3.1) — 117KB
• 0000022356-24-000054.txt ( ) — 298KB
• cbsh-20241025.xsd (EX-101.SCH) — 2KB
• cbsh-20241025_lab.xml (EX-101.LAB) — 22KB
• cbsh-20241025_pre.xml (EX-101.PRE) — 13KB
• cbsh-20241025_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On October 25, 2024, Commerce Bancshares, Inc. (the "Company") amended its By-Laws to update certain provisions related to annual and special meetings of stockholders, as follows: Article II, Section 1 of the By-Laws was amended (i) to provide that the annual meeting of the Company's stockholders shall be held at the principal office of the Corporation or at such other place as shall be designated in the notice thereof (which may include holding such meeting solely by means of remote communication (virtual) or holding such meeting in person at a physical location combined with a means of remote communication (hybrid) and (ii) to provide that the annual meeting shall be held at 9:30 a.m., or at such other time as shall be designated in the notice thereof, on the last Friday in April of each year or, if that be a legal holiday, on the next succeeding day not a legal holiday, or on such other date as may be set by the Board of Directors and stated in notices thereof. Article II, Section 2 of the Bylaws also was amended to provide that any properly called special meetings of the Company's stockholders may be held (i) in person; (ii) solely by means of remote communication (virtual); or (iii) in person at a physical location combined with a means of remote communication (hybrid). The foregoing summary of these amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Company's By-Laws as amended, which is attached as an exhibit to this report and is incorporated by reference herein.

01 Other Events

Item 8.01 Other Events As a result of the changes made to the default date for the Company's future annual meetings of stockholders in the amendments described above, the disclosure previously set forth as the second paragraph under the heading "Shareholder Proposals and Nominations" on page 17 of the definitive proxy statement for the Company's 2024 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on March 8, 2024, is hereby updated and restated to read as follows: Shareholder nominations for Directors and shareholder proposals that are not presented pursuant to SEC Rule 14a-8 must comply with the Company's Bylaws. In order to be considered, shareholders must provide timely notice to the Secretary. To be timely, the notices for the April 25, 2025 annual meeting must be received by the Secretary no later than February 24, 2025 and not before January 25, 2025. The notice must contain the name and record address of the shareholder, as well as the class or series and the number of shares of Company capital stock owned beneficially or of record by the shareholder.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 3.1 By-laws, as amended through October 25, 2024 104 The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document. 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: October 30, 2024

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View this 8-K filing on SEC EDGAR