Business Context and Reporting Period
This Form 8-K Current Report was filed by Commerce Bancshares, Inc. on February 17, 2006. The filing discloses corporate governance actions taken by the Board of Directors, specifically regarding executive compensation adjustments and director elections.
Key Financial Metrics
The filing does not provide consolidated financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation figures and corporate governance events.
Material Changes and Executive Compensation
The Board approved the following compensation packages for Named Executive Officers, effective April 1, 2006:
| Executive Officer | Title | 2006 Base Salary | 2005 Cash Bonus | Stock Appreciation Rights | Restricted Stock Awards |
|---|---|---|---|---|---|
| David W. Kemper | Chairman, President & CEO | $788,000 | $575,500 | 85,000 | 3,730 |
| Jonathan M. Kemper | Vice Chairman | $408,000 | $205,000 | 36,000 | 1,329 |
| Seth M. Leadbeater | Vice Chairman | $320,500 | $152,000 | 18,000 | 985 |
| Charles G. Kim | Executive Vice President | $295,000 | $135,000 | 15,000 | 875 |
| Kevin G. Barth | Executive Vice President | $295,000 | $150,000 | 15,000 | 972 |
Corporate Governance and Director Changes
Mr. Giorgio Balzer, an incumbent director in the Class of 2006, declined to stand for re-election to the Class of 2009. His term will expire at the annual meeting of shareholders on April 19, 2006. The Board approved nominees for the Class of 2009 submitted by the Committee on Governance/Directors.
Investor Verification Checklist
- Verify the terms of the Stock Appreciation Rights and Restricted Stock Award agreements filed as Exhibits 10.1 and 10.2.
- Confirm the final slate of nominees for the Class of 2009 to be voted on at the April 19, 2006 annual meeting.
- Review the 2005 Equity Incentive Plan to understand the vesting schedules and conditions for the granted equity awards.
- Note that this filing contains no financial performance data; refer to the most recent 10-K or 10-Q for financial metrics.