Business Context and Reporting Period
Company: Commerce Bancshares, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 1, 2005
Principal Executive Offices: 1000 Walnut, Kansas City, MO 64106
Subject: Entry into a Material Definitive Agreement regarding the amendment of the Commerce Executive Retirement Plan.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a change to executive compensation structures rather than general financial performance.
Material Changes Versus Prior Period
- Defined Contribution Pension Plan: The Company will cease making future contributions to its defined contribution pension plan.
- 401(k) Plan: The Company will increase its matching contribution to the 401(k) plan based on new criteria involving age and length of service.
- Executive Retirement Plan Calculation: Effective January 1, 2005, benefit calculations for the non-qualified supplemental retirement plan will be based on 7% times the difference between a participant's eligible salary and the IRS dollar limitation under code section 401(a)(17).
- Credit Timing: Beginning in 2005, plan benefits will be credited to each executive's account as of the last day of the year.
Guidance, Outlook, and Management Commentary
Management Commentary: The amendments were made to offset the effects of IRS limitations on contributions to 401(k) plans for executives and to align with modifications to the Company's defined contribution pension plan.
Financial Impact: Management states it is not expected that these changes to the Plan will materially affect the Company's on-going benefits cost.
Risks and Contingencies: The filing does not disclose specific new risks or contingencies beyond the standard regulatory compliance regarding IRS contribution limits.
Important Facts for Investor Verification
- Verify the specific impact of the new 401(k) matching criteria on total compensation expenses in future quarterly reports.
- Confirm the list of 11 executives participating in the amended plan, including named executives David Kemper, Jonathan Kemper, Seth Leadbeater, Kevin Barth, and Ray Stranghoener.
- Review the "Amended and Restated" plan document (Exhibit 10.1) for detailed vesting schedules and benefit formulas.
- Monitor future filings to ensure the projected "no material effect" on ongoing benefits costs holds true as the new formula is applied.