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

At the annual meeting of shareholders (the "Annual Meeting") of Commerce Bancshares, Inc. (the "Company") held on April 19, 2023, the Company's shareholders approved the Commerce Bancshares, Inc. Equity Incentive Plan, as amended and restated (the "Equity Plan"). The amended and restated version of the Equity Plan (a) increased to 6,000,000 shares of common stock that may be issued under the Equity Plan; (b) extended the term of the Equity Plan to April 19, 2033; (c) updated the list of performance-based metrics that can be used with respect to performance-based awards; (d) updated the Equity Plan for changes of applicable tax laws; and (e) made other minor changes. The Company's Board of Directors previously approved the Equity Plan, subject to such shareholder approval. The Company's executive officers are eligible to participate in the Equity Plan.

In addition, the Company's Board of Directors had previously approved, subject to shareholder approval of the Equity Plan, an amended and restated Executive Incentive Compensation Plan ("EICP"). The EICP allows participants to voluntarily elect to defer a portion of their annual cash incentive award and, therefore, defer income tax on their awards. Participants may also elect to have their deferred awards deemed to be invested in a Company stock fund and delivered in shares of Common Stock at the time of payment. The EICP was amended to update the list of performance-metrics that can be used with respect to the EICP and also provide that all shares of common stock that may be issuable under the EICP be issuable pursuant to the Equity Plan.

A summary of the Equity Plan and the EICP is set forth under the heading " Proposal Six - Approval of Amendment and Restatement of the Commerce Bancshares, Inc. Equity Incentive Plan " in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 10, 2023, which summary is incorporated herein by reference. A copy of both the amended and restated Equity Incentive Plan and the Executive Incentive Compensation Plan are included as exhibits in this filing and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting was held on April 19, 2023. As of the record date, there were a total of 125,099,207 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 109,111,842 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 four directors to the 2026 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 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.

Other directors whose term of office as director continued after the meeting were: Terry D. Bassham, Earl H. Devanny, III, June McAllister Fowler, John W. Kemper, Jonathan M. Kemper, Benjamin F. Rassieur, III, Todd R. Schnuck, Christine B. Taylor, and Kimberly G. Walker.

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(2)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.

(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
            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.

(4)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.

In accordance with the recommendation of the Board of Directors, the Company's shareholders recommended, by advisory vote, a one year frequency of future advisory votes on executive compensation. In accordance with these results and its previous recommendation, the Board of Directors determined that future advisory votes on Named Executive Officer compensation will be held annually until the next required advisory vote on the frequency of shareholder votes on the compensation of executives, which the Company expects to hold no later than at its 2029 Annual Meeting.

(5) 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.

(6) 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.

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Exhibits

10.1 Commerce Bancshares, Inc . Equity Incentive Plan 10.2 Commerce Bancshares, Inc. Executive Incentive

Compensa tion Pla n 104 The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document.

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