Item 5.02 Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Mr. Andrew C. Taylor retired from the Board of Directors effective April 20, 2022, due to the Company's mandatory retirement age. Mr. Taylor had been a Board member since 1990 and was the Chairman of the Committee on Governance/Directors and a member of the Executive Committee.

Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of Commerce Bancshares, Inc. (the Company) was held on April 20, 2022. As of the record date, there were a total of 121,426,655 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 106,490,333 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of security holders:

(1)Election of five directors to the 2025 Class for a term of three years. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management's nominees, as listed in the proxy statement. The five nominees for the five directorships received the following votes:


   Name of Director                  Votes For    Votes Withheld     Broker Non-Votes
   Earl H. Devanny, III              78,568,697     10,106,110          17,815,526
   June McAllister Fowler            88,167,781       507,026           17,815,526
   Benjamin F. Rassieur, III         74,452,526     14,222,281          17,815,526
   Todd R. Schnuck                   87,392,005      1,282,802          17,815,526
   Christine B. Taylor-Broughton     88,370,234       304,573           17,815,526

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 2025 and until their respective successors have been duly elected and qualified.

Other directors whose term of office as director continued after the meeting were: Terry D. Bassham, John R. Capps, Karen L. Daniel, W. Thomas Grant, II, David W. Kemper, John W. Kemper, Jonathan M. Kemper, and Kimberly G. Walker.

(2)Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2022. The proposal received the following votes:


            Votes For     Votes Against     Votes Abstain     Broker Non-Votes
           103,220,545      2,972,518          297,270               0

Based on the votes set forth above, the appointment of KPMG LLP as the Company's independent registered public accounting firm to serve for 2022 was duly ratified by the shareholders.

(3)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
            81,595,371      6,507,478          571,958           17,815,526

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.

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