Commerce Bancshares Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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Major Banks
Finance
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): April 25, 2025
(Exact name of registrant as specified in its charter)
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| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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:
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of class | Trading symbol(s) | Name of exchange on which registered | ||||||
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 Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Mr. Earl H. Devanny, III retired from the Board of Directors effective April 25, 2025, due to the Company's mandatory retirement age. Mr. Devanny had been a Board member since 2010 and was the Chairman of the Committee on Governance/Directors and a member of the Executive Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting was held on April 25, 2025. As of the record date, there were a total of 134,074,101 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 118,674,329 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of security holders:
(1)Election of one director to the 2027 Class for a term of two years. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s nominee, as listed in the proxy statement. The nominee for the directorship received the following votes:
| Name of Director | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Benjamin F. Rassieur, III | 87,383,177 | 10,190,629 | 21,100,523 | ||||||||
Based on the votes set forth above, the foregoing person was duly elected to serve as director for a term expiring at the annual meeting of shareholders in 2027 and until his respective successor has been duly elected and qualified.
(2)Election of four directors to the 2028 Class for a term of three years. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s nominees, as listed in the proxy statement. The four nominees for the four directorships received the following votes:
| Name of Director | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Timothy S. Dunn | 97,223,811 | 349,995 | 21,100,523 | ||||||||
| June McAllister Fowler | 94,245,070 | 3,328,736 | 21,100,523 | ||||||||
| Todd R. Schnuck | 93,345,633 | 4,228,173 | 21,100,523 | ||||||||
| Christine B. Taylor | 92,906,443 | 4,667,363 | 21,100,523 | ||||||||
Based on the votes set forth above, the foregoing persons were duly elected to serve as directors for a term expiring at the annual meeting of shareholders in 2028 and until their respective successors have been duly elected and qualified.
Other directors whose term of office as director continued after the meeting were: Terry D. Bassham, John W. Kemper, Jonathan M. Kemper, Blackford F. Brauer, W. Kyle Chapman, Karen L. Daniel, and David W. Kemper.
(3)Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2025. The proposal received the following votes:
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
| 117,237,068 | 1,204,500 | 232,761 | — | ||||||||
Based on the votes set forth above, the appointment of KPMG LLP as the Company's independent registered public accounting firm to serve for 2025 was duly ratified by the shareholders.
(4)Advisory approval of the Company’s executive compensation as disclosed pursuant to Item 402 of Regulation S-K. This proposal, commonly referred to as “Say on Pay,” is required by Section 14A of the Securities Exchange Act. The "Say on Pay" proposal received the following votes:
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
| 89,595,192 | 7,496,037 | 482,577 | 21,100,523 | ||||||||
Based on the votes set forth above, the non-binding proposal to approve the compensation awarded by the Company to its named executive officers passed.
Exhibits
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: April 29, 2025