COMMERCE BANCSHARES INC /MO/
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Mar 13, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
Commerce Bancshares, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
o Fee paid previously with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of the Shareholders of Commerce Bancshares, Inc. The Annual Meeting will be a Virtual Meeting. It will be held at 9:30 a.m. on April 24, 2026, and you may attend the meeting via the live webcast by visiting https://meetnow.global/M6FQCW6. Shareholders will log in using their control numbers. Please note that there will be no in-person meeting for you to attend.
We are again utilizing the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the internet. This process allows us to expedite receipt of materials, lower the costs of distribution, and reduce the environmental impact. The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the items to be considered and acted upon by the shareholders.
If you own shares of record, you may vote your shares online, by telephone, or you may request materials by following the instructions on the Notice. Whether or not you plan to attend this meeting via the live webcast, please vote as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You can revoke your proxy any time before the Annual Meeting and issue a new proxy as you deem appropriate. You will find the procedures to follow if you wish to change or revoke your proxy on page 3 of this Proxy Statement. Your vote is very important. I look forward to you attending the meeting.
Sincerely,
DAVIDW. KEMPER
Executive Chairman
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Notice of Annual Meeting of Shareholders of
Commerce Bancshares, Inc.
| Date: | April 24, 2026 |
|---|---|
| Time: | 9:30 a.m., Central Time |
| Place: | The Annual Meeting will be conducted virtually. You are entitled to attend and participate in the Annual Meeting only if you were a shareholder of record as of the record date or hold a valid proxy for the meeting. Those shareholders will be able to attend the Annual Meeting virtually, vote their shares and submit questions during the meeting via live audio webcast by visiting: https://meetnow.global/M6FQCW6. To participate, you will need the 16-digit control number included in your proxy materials or on your proxy card. Please note that there will be no in-person meeting for you to attend. |
| Purposes: | 1. To elect four Directors to the 2029 Class for a term of three years; |
| 2. To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026; | |
| 3. Advisory approval of the Company’s executive compensation (“Say on Pay”); and | |
| 4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. | |
| Who Can Vote: | Shareholders at the close of business on February 17, 2026 are entitled to vote at the meeting. If your shares are registered in the name of a bank or brokerage firm, such procedures are described on the voting form sent to you. |
| How You Can Vote: | You may vote your proxy online or by telephone; or you may request materials to vote by mail. The Notice of Internet Availability of Materials (“Notice”) contains instructions on how to access our Proxy and Annual Report online and has instructions for requesting such materials by mail. |
By Authorization of the Board of Directors,
MARGARET M. ROWE
Secretary
Important Notice regarding the availability of proxy materials for theShareholder Meeting to be held on April 24, 2026The Proxy Statement and Annual Report to Shareholders are available at www.edocumentview.com/CBSHThe Proxy Statement and Annual Report to Shareholders are also available on theCompany’s website at www.commercebank.com/ir
Your Vote Is Important. Whether You Own One Share or Many, Your PromptCooperation in Voting Your Proxy Is Greatly Appreciated.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.