Commerce Bancshares, Inc. (NASDAQ:CBSH) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

8 years ago

Commerce Bancshares, Inc. (NASDAQ:CBSH) Files An 8-K Submission of Matters to a Vote of Security Holders

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 19, 2017. As of the record date,
there were a total of 101,779,806 shares of common stock
outstanding and entitled to vote at the annual meeting. At the
annual meeting, 91,074,948 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 2020 Class for a term of three years. Proxies for the meeting were solicited to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to managements 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
John R. Capps	65,833,335		5,913,525	19,328,088
W. Thomas Grant, II	63,920,807		7,826,053	19,328,088
James B. Hebenstreit	64,524,143		7,222,717	19,328,088
David W. Kemper	69,109,783		2,637,077	19,328,088

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 2020 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, John W.
Kemper, Jonathan M. Kemper, Benjamin F. Rassieur, III, Todd R.
Schnuck, Andrew C. Taylor, and Kimberly G. Walker.


(2)	Ratification of the selection of KPMG LLP as the Companys independent public accountant for 2017. The proposal received the following votes:



Votes For	Votes Against	Votes Abstain	Broker Non-Votes
90,181,510	739,497	153,941

Based on the votes set forth above, the appointment of KPMG LLP as
the independent public accounting firm to serve for 2017 was duly
ratified by the shareholders.


(3)	Advisory approval of the Companys executive compensation as disclosed 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
64,263,772	6,845,074	638,014	19,328,088

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 meeting of shareholders at which directors will be
elected. This proposal, common referred to as “Say on
Frequency”, is required by Section 14A of the Securities
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 Frequency proposal received the
following votes:



One Year	Two Years	Three Years	Votes Abstain	Broker Non-Votes
62,761,264	1,188,243	7,253,006	544,347	19,328,088

Based on the votes set forth above, the non-binding proposal to
approve “Say on Pay” each year received the most votes.


(5)	Approval of the material terms of the performance goals under the Commerce Bancshares, Inc. 2005 Equity Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code. The proposal received the following votes:



Votes For	Votes Against	Votes Abstain	Broker Non-Votes
69,903,665	1,354,168	489,027	19,328,088

Based on the votes set forth above, the proposal to approve the
material terms of the performance goals under the Commerce
Bancshares, Inc. 2005 Equity Incentive Plan passed.


(6)	Approval of the material terms of the performance goals under the Commerce Bancshares, Inc. Executive Incentive Compensation Plan for purposes of Section 162(m) of the Internal Revenue Code. The proposal received the following votes:



Votes For	Votes Against	Votes Abstain	Broker Non-Votes
70,443,980	788,479	514,401	19,328,088

Based on the votes set forth above, the proposal to approve the
material terms of the performance goals under the Commerce
Bancshares, Inc. Executive Incentive Compensation Plan passed.

About Commerce Bancshares, Inc. (NASDAQ:CBSH)
Commerce Bancshares, Inc. is a bank holding company of Commerce Bank (the Bank). The Bank is engaged in general banking business, providing a range of retail, corporate, investment, trust and asset management products and services to individuals and businesses. The Company operates through three segments: Consumer, Commercial and Wealth. Its Consumer segment includes the retail branch network, consumer installment lending, personal mortgage banking, and consumer debit and credit bank card activities. Its Commercial segment provides corporate lending (including the Small Business Banking product line within the branch network), leasing, international services, and business, government deposit, and related commercial cash management services, as well as merchant and commercial bank card products. Its Wealth segment provides traditional trust and estate tax planning, advisory and discretionary investment management, and brokerage services. Commerce Bancshares, Inc. (NASDAQ:CBSH) Recent Trading Information
Commerce Bancshares, Inc. (NASDAQ:CBSH) closed its last trading session up +0.24 at 56.14 with 364,324 shares trading hands.