10 unchanged sentences
No change in the Company’s internal control over financial reporting occurred that has materially affected, or is reasonably likely to materially affect, such controls during the last quarter of the period covered by this report.
−Removed: Table of Conte nts
Report of Independent Registered Public Accounting Firm
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February 22, 2024
−Removed: Table of Conte nts
OTHER INFORMATION
+Added: During the three months ended December 31, 2023, none of the officers or directors of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K regarding executive officers, directors, and corporate governance is included at the end of Part I of this Form 10-K under the caption “Information about the Company's Executive Officers” and under the captions “Proposal One - Election of the 2026 Class of Directors”, "Corporate Governance Guidelines", “Delinquent Section 16(a) Reports”, “Audit and Risk Committee Report”, “Committees of the Board" and "Shareholder Proposals and Nominations" in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 19, 2023, which is incorporated herein by reference.
−Removed: The Company’s senior financial officer code of ethics for the chief executive officer and senior financial officers of the Company, including the chief financial officer, principal accounting officer or controller, or persons performing similar functions, is available at www.commercebank.com.
+Added: The information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K regarding executive officers, directors, and corporate governance is included at the end of Part I of this Form 10-K under the caption “Information about the Company's Executive Officers” and under the captions “Proposal One - Election of the 2027 Class of Directors”, "Corporate Governance Guidelines and Code of Ethics", “Delinquent Section 16(a) Reports”, “Audit and Risk Committee Report”, “Committees of the Board" and "Shareholder Proposals and Nominations" in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 17, 2024, which is incorporated herein by reference.
+Added: The Company’s senior financial officer code of ethics for the chief executive officer and senior financial officers of the Company, including the chief financial officer, principal accounting officer or controller, or persons performing similar functions, is available on the Company's website at investor.commercebank.com/overview/corporate-governance.
Amendments to, and waivers of, the code of ethics are posted on this website.
5 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
−Removed: The information required by Items 404 and 407(a) of Regulation S-K is covered under the captions “Proposal One - Election of the 2026 Class of Directors” and “Corporate Governance” in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 19, 2023, which is incorporated herein by reference.
+Added: The information required by Items 404 and 407(a) of Regulation S-K is covered under the captions “Proposal One - Election of the 2027 Class of Directors”, “Corporate Governance - Director Independence”, and "Corporate Governance - Transactions with Related Persons" in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 17, 2024, which is incorporated herein by reference.
PRINCIPAL ACCOUNTING FEES AND SERVICES
1 unchanged sentence
The information required by Item 9(e) of Schedule 14A is included under the captions “Pre-approval of Services by the External Independent Registered Public Accounting Firm” and “Fees Paid to KPMG LLP” in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 17, 2024, which is incorporated herein by reference.
−Removed: Table of Conte nts
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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3 —Articles of Incorporation and By-Laws:
−Removed: (1) Restated Articles of Incorporation, as amended, were filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated May 7, 2019, and the same are hereby incorporated by reference.
+Added: (1) Restated Articles of Incorporation, a s amended through A pril 28, 2023 , were filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated May 4, 2023 , and the same are hereby incorporated by reference.
(2) By-Laws, as amended, were filed in annual report on Form 10-K (Commission file number 1-36502) dated February 25, 2020, and the same are hereby incorporated by reference.
4 unchanged sentences
(2) Description of Commerce Bancshares, Inc.
−Removed: registered securities was filed in annual report on Form 10-K (Commission file number 1-36502) dated February 25, 2020, and the same is hereby incorporated by reference.
+Added: registered securities.
10 — Material Contracts (Except for the Development Services Agreement and associated Amendments to the Development Service Agreement listed below, each of the following is a management contract or compensatory plan arrangement):
(1) Commerce Bancshares, Inc.
−Removed: Executive Incentive Compensation Plan amended and restated as of January 1, 2019, was filed in annual report on Form 10-K (Commission file number 1-36502) dated February 21, 2019, and the same is hereby incorporated by reference.
+Added: Executive Incentive Compensation Plan amended and restated as of December 1, 2023 , was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 6 , 2023 , and the same is hereby incorporated by reference.
(2) Commerce Bancshares, Inc.
5 unchanged sentences
and the persons listed at the end of such agreement was filed in annual report on Form 10-K (Commission file number 1-36502) dated February 24, 2015, and the same is hereby incorporated by reference.
−Removed: Table of Conte nts
(6) 2015 Form of Severance Agreement between Commerce Bancshares, Inc.
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and the persons listed at the end of such agreement was filed in annual report on Form 10-K (Commission file number 1-36502) dated February 21, 2019, and the same is hereby incorporated by reference.
−Removed: (8) Trust Agreement for the Commerce Bancshares, Inc.
−Removed: Executive Incentive Compensation Plan amended and restated as of January 1, 2001 was filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 8, 2001, and the same is hereby incorporated by reference.
( 8 ) Commerce Bancshares, Inc.
1 unchanged sentence
( 9 ) Commerce Bancshares, Inc.
−Removed: Amended and Restated 2005 Equity Incentive Plan, amended and restated as of April 17, 2013 (incorporated by reference to Exhibit 10(j) to Commerce Bancshares, Inc.'s Form 8-K dated April 23, 2013) .
−Removed: (10)(1) Amendment No.
−Removed: 1 dated November 12, 2018 to Commerce Bancshares, Inc.
−Removed: Amended and Restated 2005 Equity Incentive Plan, amended and restated as of April 17, 2013, was filed in annual report on Form 10-K (Commission file number 1-36502) dated February 21, 2019.
+Added: Amended and Restated Equity Incentive Plan, amended and restated as of April 19 , 202 3 , was filed in current report on Form 8-K (Commission file number 1-36502) dated A pril 25 , 202 3 , and the same is her eby inco r porated by reference.
(10) Commerce Bancshares, Inc.
13 unchanged sentences
2005 Equity Incentive Plan, was filed in annual report on Form 10-K (Commission file number 1-36502) dated February 21, 2019, and the same is hereby incorporated by reference.
−Removed: (17) Development Services Agreement* was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference.
−Removed: (18) Amendment 1 to Development Services Agreement* was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference .
−Removed: (19) Amendment 2 to Development Services Agreement was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference.
−Removed: (20) Amendment 3 to Development Services Agreement was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference.
−Removed: (21) Amendment 4 to Development Services Agreement was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference.
−Removed: (22) Amendment 5 to Development Services Agreement was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference.
−Removed: (23) Amendment 6 to Development Services Agreement was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference.
−Removed: Table of Conte nts
−Removed: (24) Amendment 7 to Development Services Agreement was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference.
−Removed: (25) Amendment 8 to Development Services Agreement was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference.
−Removed: (26) Amendment 9 to Development Services Agreement was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference.
−Removed: (27) Amendment 10 to Development Services Agreement was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference.
−Removed: (28) Amendment 11 to Development Services Agreement* was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated November 5, 2020, and the same is hereby incorporated by reference.
−Removed: (29) Amendment 12 to Development Services Agreement was filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated August 5, 2022, and the same is hereby incorporated by reference.
−Removed: ( 30 ) Amendment 1 3 to Development Services Agreement .*
21 — Subsidiaries of the Registrant
5 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97 — Commerce Bancshares, Inc.
+Added: Incentive Compensation Clawback Policy
101 — Interactive data files pursuant to Rule 405 of Regulation S-T:
2 unchanged sentences
104 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: * In accordance with Item 601(a)(5) of Regulation S-K, certain schedules and exhibits to this exhibit have been omitted from this filing.
−Removed: The Company will furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission or its staff upon request.
−Removed: In accordance with Item 601(b)(10)(iv) of Regulation S-K, certain portions of this exhibit have been redacted because they are both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
−Removed: The Company will provide an unredacted copy of the exhibit on a supplementary basis to the Securities and Exchange Commission or its staff upon request.
FORM 10-K SUMMARY
−Removed: Table of Conte nts
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 22nd day of February 2024.
15 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.