DEF: Commerce Bancshares, Inc. Announces Annual Meeting and Director Nominees

Commerce Bancshares, Inc. is holding its annual shareholder meeting virtually on April 25, 2025, to elect directors, ratify the selection of KPMG LLP as the independent accounting firm, and conduct an advisory vote on executive compensation.

Summary

• Commerce Bancshares, Inc. will hold its Annual Meeting of Shareholders virtually on April 25, 2025, at 9:30 a.m. Central Time.
• Shareholders of record as of February 26, 2025, are entitled to vote.
• The meeting will include the election of one Director to the 2027 Class for a two-year term and four Directors to the 2028 Class for a three-year term.
• Shareholders will also vote to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for 2025.
• An advisory vote on the Company's executive compensation (Say on Pay) will also take place.
• The Board recommends voting FOR the election of the director nominees, FOR the ratification of KPMG LLP, and FOR the approval of the Company's executive compensation.
• As of February 26, 2025, there were 134,074,101 shares of Common Stock outstanding and entitled to vote.
• The cost of the proxy solicitation will be borne by the Company, with Sodali & Co retained to aid in the solicitation at an estimated cost of $11,500 plus expenses.

Sentiment

Score: 7

Explanation: The document is a standard corporate communication, presenting neutral information about the upcoming annual meeting and related proposals. The tone is professional and informative, indicating a stable and well-managed company.

Positives

• The Board is actively engaged in overseeing the Company's risk management efforts.
• The Company has adopted comprehensive information security and data privacy policies.
• The Company is committed to environmental, social, and governance practices.
• The Company has developed strong governance practices.

Risks

• The Company and Commerce Bank are subject to examination by the Federal Reserve Bank (Federal Reserve), the Missouri Division of Finance (MDOF) and the Consumer Financial Protection Bureau (CFPB).
• Examinations focus on and evaluate compliance with applicable laws and regulations as well as assessing how the Company, Commerce Bank and their subsidiaries manage credit, market (interest rate), liquidity, operational, legal, compliance, strategic and reputational risks.

Future Outlook

The document outlines the agenda and procedures for the upcoming annual meeting, but does not provide specific forward-looking financial guidance.

Management Comments

• David W. Kemper, Executive Chairman, invites shareholders to attend the Annual Meeting and encourages them to vote their shares.

Industry Context

This announcement is a standard corporate communication related to the annual shareholder meeting, which is a routine event for publicly traded companies. It covers essential governance matters such as director elections and auditor ratification.

Comparison to Industry Standards

• The proxy statement adheres to SEC regulations and NASDAQ listing standards, ensuring transparency and compliance.
• The company's corporate governance practices, including director independence and committee structure, align with industry best practices.
• The executive compensation program is benchmarked against peer companies to attract and retain top talent.

Related Party Transactions

• Transactions with Tower Properties Company, where Messrs. David W. Kemper, John W. Kemper and Jonathan M. Kemper are shareholders and Directors, including payments for leasing agent fees, operation of parking garages, property construction management fees and building management fees.
• Compensation paid to David W. Kemper, Executive Chairman, including salary, bonus, and equity awards.
• Retirement benefits paid to Jonathan M. Kemper, retired Chairman Emeritus, Commerce Bank, Kansas City Region.
• Salary paid to Charlotte Kemper Black, Foundation Director.
• Various Related Parties have deposit accounts with Commerce Bank and some Related Parties also have a direct or indirect interest in other transactions with Commerce Bank, including loans in the ordinary course of business.

Stakeholder Impact

• Shareholders are provided with information to make informed decisions on director elections, auditor ratification, and executive compensation.
• Employees are indirectly impacted through the executive compensation program and the overall governance of the company.
• Customers and communities benefit from the company's commitment to environmental, social, and governance practices.

Next Steps

• Shareholders should review the proxy materials and vote their shares before the Annual Meeting on April 25, 2025.
• The Board will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

Key Dates