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 18, 2012. As of the record date, there were a total of 89,038,709 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 79,017,486 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 three directors to the 2015 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 three nominees for the three directorships received the following votes:

Name of Director Votes For Votes Withheld Broker Non-Votes Jonathan M. Kemper 60,479,723 6,749,890 11,787,873 Terry O. Meek 65,879,828 1,349,785 11,787,873 Kimberly G. Walker 66,891,590 338,023 11,787,873

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 2015 and until their respective successors have been duly elected and qualified.

Other directors whose term of office as director continued after the meeting were: John R. Capps, Earl H. Devanny III, W. Thomas Grant II, James B. Hebenstreit, David W. Kemper, Benjamin F. Rassieur III, Todd R. Schnuck, and Andrew C. Taylor.

(2) Ratification of the selection of KPMG LLP as the Company's independent public accountant for 2012. The proposal received the following votes:

Votes For Votes Against Votes Abstain Broker Non-Votes 78,311,066 475,699 230,721 -

Based on the votes set forth above, the appointment of KPMG LLP as the independent public accounting firm to serve for 2012 was duly ratified by the shareholders.

(3) Approval of the material terms of the performance goals under the Commerce Bancshares, Inc. 2005 Equity Incentive Plan and the 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 65,544,273 1,194,721 490,617 11,787,873

Based on the votes set forth above, the material terms of the performance goals for purposes of Section 162(m) were duly approved by the shareholders.

(4) 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 64,300,460 2,181,104 748,048 11,787,873

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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(5) A shareholder proposal requesting necessary steps to cause the annual election of directors. This proposal received the following votes:

Votes For Votes Against Votes Abstain Broker Non-Votes 30,472,090 36,346,135 411,387 11,787,873

Based on the votes set forth, the proposal to cause the annual election of directors did not pass.