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 28, 2011
Commerce Bancshares, Inc.
(Exact name of registrant as specified in its charter)
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| Missouri
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0-2989
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43-0889454 |
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| (State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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1000 Walnut,
Kansas City, MO
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64106 |
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| (Address of principal executive offices)
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(Zip Code) |
(816) 234-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
On January 28, 2011 the Company’s Board of Directors approved the recommendations of the
Compensation and Human Resources Committee with respect to the base salary for 2011 (effective
April 1, 2011) and the payment of cash bonuses to the
Company’s CEO and its other named executive officers. The cash bonuses include performance-based
compensation in accordance with the Company’s Executive Incentive Compensation Plan. They also
include discretionary bonuses outside of the EICP that are not intended to qualify as
performance-based. The Board also approved the Committee’s recommendations for the grant to those
individuals of restricted stock awards under the Company’s 2005 Equity Incentive Plan.
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2010 |
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2010 |
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Total |
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Restricted |
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2011 |
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Performance- |
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Discretionary |
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2010 Cash |
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Stock |
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Salary |
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Based Bonus |
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Bonus |
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Bonus |
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Awards |
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| Executive Officer |
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Title |
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$ |
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$ |
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$ |
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$ |
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David W. Kemper |
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Chairman, President & CEO |
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882,779 |
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792,554 |
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— |
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792,554 |
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31,207 |
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Jonathan M. Kemper |
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Vice Chairman |
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455,430 |
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295,304 |
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— |
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295,304 |
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14,567 |
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Seth M. Leadbeater |
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Vice Chairman |
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362,100 |
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205,891 |
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— |
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205,891 |
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7,644 |
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Charles G. Kim |
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Executive Vice President & CFO |
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400,000 |
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235,043 |
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— |
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235,043 |
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9,177 |
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Kevin G. Barth |
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Executive Vice President |
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375,000 |
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216,728 |
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20,000 |
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236,728 |
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9,144 |
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 28, 2011, the Board of Directors of Commerce Bancshares, Inc. adopted amendments to
Article III, Section 2 of the Company’s Bylaws. The amendment removes an obsolete provision with
respect to a former director and clarifies the majority voting requirement for uncontested director
elections by requiring candidates who do not receive a majority of the votes cast in an uncontested
election to tender their resignations for board consideration. The amendments became effective on
the date of their adoption. A copy of the Bylaws, as amended, is attached as Exhibit 3(ii) to this
Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
3(ii) Bylaws of Commerce Bancshares, Inc. amended as of January 28, 2011