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 1, 2008
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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| (Address of principal executive offices)
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(Zip Code) |
(816) 234-2000
(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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
On February 1, 2008 the Company’s Board of Directors approved the recommendations of the
Compensation and Human Resources Committee with respect to the base salary for 2008 (effective
April 1, 2008) 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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2008 |
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2007 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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848,500 |
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516,500 |
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97,750 |
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4,104 |
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| Jonathan M. Kemper |
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Vice Chairman |
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437,500 |
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192,500 |
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41,400 |
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1,486 |
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| Seth M. Leadbeater |
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Vice Chairman |
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345,000 |
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140,000 |
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20,700 |
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1,070 |
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| Charles G. Kim |
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Executive Vice President |
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345,000 |
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142,000 |
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19,550 |
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994 |
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| Kevin G. Barth |
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Executive Vice President |
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345,000 |
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142,000 |
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19,550 |
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994 |
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| A. Bayard Clark |
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Executive Vice President & CFO |
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265,500 |
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90,000 |
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16,100 |
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720 |
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Item 8.01 Other Events
On February 1, 2008 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 1,579,156 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 3,000,000 shares.
SIGNATURE
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.
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COMMERCE BANCSHARES, INC.
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By: |
/s/ Jeffery D. Aberdeen
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Jeffery D. Aberdeen |
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Controller
(Chief Accounting Officer) |
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Date:
February 5, 2008