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CBSH > SEC Filings for CBSH > Form 8-K on 21-Apr-2014All Recent SEC Filings

Show all filings for COMMERCE BANCSHARES INC /MO/

Form 8-K for COMMERCE BANCSHARES INC /MO/


21-Apr-2014

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 16, 2014. As of the record date, there were a total of 95,960,776 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 83,443,185 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 2017 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 Uncast John R. Capps 67,617,440 694,782 15,130,963 0 W. Thomas Grant II 61,374,898 6,936,521 15,130,963 803 James B. Hebenstreit 61,396,982 6,915,240 15,130,963 0 David W. Kemper 66,867,344 1,444,878 15,130,963 0

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 2017 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, Jonathan M. Kemper, Terry O. Meek, Benjamin F. Rassieur III, Todd R. Schnuck, Andrew C. Taylor and Kimberly G. Walker.

(2) Ratification of the selection of KPMG LLP as the Company's independent registered public accountant for 2014. The proposal received the following votes:

Votes For Votes Against Votes Abstain Broker Non-Votes 82,780,991 447,066 215,128 0

Based on the votes set forth above, the selection of KPMG LLP as the Company's independent registered public accountant for 2014 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" resolution received the following votes:

Votes For Votes Against Votes Abstain Broker Non-Votes 60,965,942 6,788,491 557,789 15,130,963

Based on the votes set forth above, the non-binding resolution to approve the compensation awarded by the Company to its named executive officers was approved.

(4) Approval of the amendment of the Company's Articles of Incorporation to increase the number of shares of authorized common stock from 100,000,000 to 120,000,000. The proposal received the following votes:

Votes For Votes Against Votes Abstain Broker Non-Votes 81,733,917 1,115,558 593,710 0

Based on the votes set forth above, the proposal to amend the Articles of Incorporation was approved.


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