Shareholders approve 6M-share equity plan, authorize 140M to 190M share increase

The four nominees for the four directorships received the following votes: Name of Director Votes For Votes Withheld Broker Non-Votes Blackford F. Brauer 89,923,906 988,464 18,199,472 W. Kyle Chapman 89,169,296 1,743,074 18,199,472 Karen L. Daniel 88,831,687 2,080,683 18,199,472 David W. Kemper 80,545,386 10,366,984 18,199,472 Based on the votes set forth above, the foregoing persons were duly elected to serve as directors for a term expiring at the annual meeting of shareholders in 2026 and until their respective successors have been duly elected and qualified.

Approval of the amendment and restatement of the Commerce Bancshares, Inc. Equity Incentive Plan to extend the term of the plan and to increase the number of shares of Common Stock available for issuance to a total of 6,000,000 shares. The proposal received the following votes: Votes For Votes Against Votes Abstain Broker Non-Votes 86,241,817 4,085,812 584,741 18,199,472 Based on the votes set forth above, the proposal to amend and restate the Equity Plan was approved.

Approval of the amendment of the Company's Articles of Incorporation to increase the number of shares of authorized common stock from 140,000,000 to 190,000,000. The proposal received the following votes: Votes For Votes Against Votes Abstain Broker Non-Votes 106,638,810 1,983,978 489,054 — Based on the votes set forth above, the proposal to amend the Articles of Incorporation was approved.

Advisory, non-binding approval of the Company's frequency of shareholder votes on "Say on Pay" executive compensation in its proxy materials for future annual shareholder meetings or other meetings of shareholders at which directors will be elected. This proposal, commonly referred to as "Say on Pay Frequency", is required by Section 14A of the Securities and Exchange Act. Shareholders may vote for a frequency of "Say on Pay" votes of one, two or three years or may abstain from voting. The "Say on Pay Frequency" proposal received the following votes: One Year Two Years Three Years Votes Abstain Broker Non-Votes 88,154,816 285,364 2,036,147 436,043 18,199,472 Based on the votes set forth above, the non-binding proposal to approve the "Say on Pay" each year received the most votes.

Advisory approval of the Company’s executive compensation as disclosed pursuant to Item 402 of Regulation S-K. This proposal, commonly referred to as “Say on Pay,” is required by Section 14A of the Securities Exchange Act. The "Say on Pay" proposal received the following votes: Votes For Votes Against Votes Abstain Broker Non-Votes 83,536,386 6,913,442 462,542 18,199,472 Based on the votes set forth above, the non-binding proposal to approve the compensation awarded by the Company to its named executive officers passed.

Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2023. The proposal received the following votes: Votes For Votes Against Votes Abstain Broker Non-Votes 106,575,046 2,168,461 368,335 — Based on the votes set forth above, the appointment of KPMG LLP as the Company's independent registered public accounting firm to serve for 2023 was duly ratified by the shareholders.