{"schema_version":"secwatch.filing_event.v1","accession":"0000022356-23-000034","form_type":"8-K","ticker":"CBSH","cik":"0000022356","company_name":"COMMERCE BANCSHARES INC /MO/","filed_at":"2023-04-25T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.673614+00:00","generated_at":"2026-06-16T17:04:56.741629+00:00","sec_items":["5.02","5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Shareholders approve 6M-share equity plan, authorize 140M to 190M share increase","bullets":["Shareholders approved amended Equity Incentive Plan; 6,000,000 shares authorized, term extended to April 19, 2033.","Articles of Incorporation amended to increase authorized common stock from 140,000,000 to 190,000,000 shares.","Four director nominees elected with overwhelming votes: Brauer, Chapman, Daniel, Kemper (Class of 2026).","Advisory 'Say on Pay' passed with 83.5M votes for; one-year frequency of future votes recommended.","Ratification of KPMG as independent auditor for 2023 approved with 106.6M votes for."],"urls":{"canonical":"https://secwatch.observer/filing/0000022356-23-000034","json":"https://secwatch.observer/filing/0000022356-23-000034.json","markdown":"https://secwatch.observer/filing/0000022356-23-000034.md","text":"https://secwatch.observer/filing/0000022356-23-000034.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/22356/000002235623000034/0000022356-23-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/22356/000002235623000034/cbsh-20230419.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T17:04:56.741629+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4df72a8c07e1658622bb449f73babe97fa4dbdbd","claim":"COMMERCE BANCSHARES INC /MO/ shareholders approved Election of four directors to the 2026 Class for a term of three years. at the 2023-04-19 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/22356/000002235623000034/0000022356-23-000034-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"},{"claim_id":"6d6d8afb4c465d92a0031f555972e0ebe68744ad","claim":"COMMERCE BANCSHARES INC /MO/ shareholders approved 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. at the 2023-04-19 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/22356/000002235623000034/0000022356-23-000034-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"},{"claim_id":"7c0efa7f9f1aa841690fd351d02b1af4ff6a7d41","claim":"COMMERCE BANCSHARES INC /MO/ shareholders 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. at the 2023-04-19 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/22356/000002235623000034/0000022356-23-000034-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"},{"claim_id":"863fe14b491a2f5de0ea87be00c7f3754f867549","claim":"COMMERCE BANCSHARES INC /MO/ shareholders approved Advisory, non-binding approval of the Company's frequency of shareholder votes on 'Say on Pay' executive compensation. at the 2023-04-19 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/22356/000002235623000034/0000022356-23-000034-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"},{"claim_id":"be45f91e8f631e767cc17d598a12d69b2a441f4a","claim":"COMMERCE BANCSHARES INC /MO/ shareholders approved Advisory approval of the Company’s executive compensation as disclosed pursuant to Item 402 of Regulation S-K. at the 2023-04-19 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/22356/000002235623000034/0000022356-23-000034-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"},{"claim_id":"dae4f99c71af27d4d867fadb8170058cb952e6ff","claim":"COMMERCE BANCSHARES INC /MO/ shareholders approved Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2023. at the 2023-04-19 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/22356/000002235623000034/0000022356-23-000034-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}