UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 2, 2007
Commerce Bancshares, Inc.
(Exact name of registrant as specified in its charter)
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| Missouri
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0-2989
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43-0889454 |
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| (State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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1000 Walnut,
Kansas City, MO
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64106 |
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(Zip Code) |
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
On February 2, 2007 Commerce Bancshares, Inc, issued a Press Release announcing that, at its
regularly scheduled meeting the Board of Directors elected Kimberly G. Walker as Director to the
Class of 2009. Ms. Walker is the Chief Investment Officer
of Washington University Investment Management Company since November 2006 and was formerly Vice
President of Qwest Communications International and President of Qwest Assets Management Company.
At that same Board of Directors’ meeting, the Company also announced the resignation and
retirement of Board member Ms. Mary Ann Van Lokeren, from the Board. Ms. Van Lokeren had been a
Board member since 1996 and was a member of the Committee on Compensation and Human Resources. Ms.
Van Lokeren’s resignation was prompted by her recent retirement as Chief Executive Officer of Krey
Distributing Company.
On February 2, 2007 the Company’s Board of Directors approved the recommendations of the
Compensation and Human Resources Committee with respect to the base salary for 2007 (effective
April 1, 2007) and the payment of cash bonuses to the Company’s CEO and its other named executive
officers in accordance with the Company’s Executive Incentive Compensation Plan. The Board also
approved the Committee’s recommendations for the grant to those individuals of stock appreciation
rights and restricted stock awards under the Company’s 2005 Equity Incentive Plan.
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Stock |
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Restricted |
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2007 |
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2006 Cash |
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Appreciation |
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Stock |
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Salary |
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Bonus |
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Rights |
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Award |
| Executive Officer |
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Title |
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David W. Kemper
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Chairman, President & CEO
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819,500 |
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527,000 |
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85,000 |
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3,906 |
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Jonathan M. Kemper
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Vice Chairman
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422,300 |
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188,000 |
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36,000 |
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1,391 |
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Seth M. Leadbeater
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Vice Chairman
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333,300 |
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134,000 |
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18,000 |
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989 |
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Charles G. Kim
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Executive Vice President
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315,000 |
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124,000 |
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16,000 |
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914 |
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Kevin G. Barth
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Executive Vice President
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315,000 |
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124,000 |
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16,000 |
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885 |
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A. Bayard Clark
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Executive Vice President & CFO
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256,100 |
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93,000 |
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14,000 |
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690 |
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Effective with amendments to its executive officer and director compensation disclosure rules
adopted by the Securities and Exchange Commission in 2006, Mr. A. Bayard Clark became a new named
executive officer for the Company. Mr. Clark is an Executive Vice President and the Chief
Financial Officer of the Company. As are all employees, Mr. Clark is an at-will employee and does
not have a written employment contract. As do certain other employees, Mr. Clark has a Severance
Agreement that provides, among other things, that if his employment is terminated by the Company
with “cause” or by him for “good reason” either during the twelve months before or the three years
after a “change in control”, or if he voluntarily terminates for any reason during the 30 days
following one year after a “change in control”, he shall receive three times the sum of his
annualized base salary in effect twelve months prior to the “change in control”, and his average
annual bonus for the prior three years; the greater of his actual bonus for the preceding year or
his target bonus for the current year (prorated for the year in which the termination occurs); and
continuation of health and welfare benefits for he and his spouse for three years or until age 65
if sooner, at a cost equal to such rates paid from time to time by similarly situated employees of
the Company, “grossed up” to cover any excise tax imposed by Section 4999 of the Internal Revenue
Code.
Item 8.01 Other Events
On February 2, 2007 Commerce Bancshares, Inc. issued a Press Release announcing actions taken
by its Board of Directors in addition to the declaration of a regular quarterly dividend. The
Board of Directors approved the additional purchase of up to 2,844,425 shares of company stock.
This, coupled with the shares left to be purchased under the prior authorization, will provide the
Company with authority to repurchase up to 4,000,000 shares.