SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 2, 2018
Commerce Bancshares, Inc.
(Exact name of registrant as specified in its charter)
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
Kansas City, MO
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
On April 3, 2018, Commerce Bancshares, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) announcing the planned departure of the Company’s current Chief Executive Officer and appointment of the successor Chief Executive Officer, effective August 1, 2018. This Form 8-K/A amends the Initial Form 8-K to include the compensation arrangements approved for the successor Chief Executive Officer.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 24, 2018, the Company’s Compensation and Human Resources Committee approved Mr. John W. Kemper’s compensation arrangements. Effective August 1, 2018, Mr. Kemper will receive an annual base salary of $900,000 for his services as President and CEO and is eligible for an annual cash incentive with a target level of 100% of his base salary.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMMERCE BANCSHARES, INC.
/s/ Jeffery D. Aberdeen
Jeffery D. Aberdeen
(Chief Accounting Officer)
Date: July 27, 2018