Commerce Bancshares, Inc. Form 8-K Summary
Business Context and Reporting Period
This Form 8-K reports on the results of the annual meeting of shareholders held on April 21, 2021. Commerce Bancshares, Inc. (CBSH) is a Missouri-incorporated financial services company with its principal executive offices in Kansas City, MO. The filing details the voting outcomes for director elections, auditor ratification, and executive compensation approval.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance events and shareholder voting results.
Material Changes and Voting Results
As of the record date, 117,343,335 shares of common stock were outstanding. A total of 102,991,568 shares were represented at the meeting, establishing a quorum. The following proposals were approved:
- Election of Directors: Four directors were elected to the 2024 Class for a three-year term. All nominees received majority support:
| Director Name | Votes For | Votes Withheld |
|---|---|---|
| Terry D. Bassham | 83,428,978 | 2,912,331 |
| John W. Kemper | 84,135,679 | 2,205,630 |
| Jonathan M. Kemper | 78,319,028 | 8,022,281 |
| Kimberly G. Walker | 82,960,439 | 3,380,870 |
- Auditor Ratification: Shareholders ratified the selection of KPMG LLP as the independent registered public accounting firm for 2021. The proposal received 99,963,759 votes for, 2,811,667 votes against, and 216,142 abstentions.
- Executive Compensation ("Say on Pay"): The non-binding advisory proposal to approve executive compensation passed with 80,921,344 votes for, 4,715,801 votes against, and 704,164 abstentions.
Guidance, Outlook, and Risks
The filing text does not contain management commentary, financial guidance, outlook, or specific risk factors related to the company's operations. The document serves strictly as a disclosure of shareholder voting outcomes.
Key Facts for Investor Verification
- Verify the total number of shares outstanding (117,343,335) and the percentage of shares represented at the meeting (approximately 87.8%).
- Confirm the tenure of the newly elected directors (Terry D. Bassham, John W. Kemper, Jonathan M. Kemper, Kimberly G. Walker) through the 2024 annual meeting.
- Note the level of dissent in the "Say on Pay" vote, where approximately 5.5% of votes cast were against the proposal.
- Review the full proxy statement for detailed biographical information on the directors and the specific compensation metrics approved.