Independent
Tenure on this board
4.2 yrs
Meeting calendar
CBSH · Annual meeting · Friday, April 24, 2026
Commerce Bancshares Inc
4 nominees · 3 ballot items.
Election of four directors to the Class of 2029; ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2026; and an advisory (non-binding) vote to approve the Company’s executive compensation (Say on Pay).
Market cap
$8.6B
1Y TSR
-3.3%
Board grade
C-
Record date
Feb 17, 2026
Filing
DEF 14A
Meeting concluded · Apr 24, 2026
Follow how the vote landed and what changed on Commerce Bancshares Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of the 2029 Class of Directors
ManagementBoard: FORElection of four Directors to the 2029 Class for three-year terms expiring at the 2029 Annual Meeting of Shareholders.
- 2
Ratification of the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2026
ManagementBoard: FORRatify the Audit and Risk Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
- 3
Advisory Approval of the Company’s Executive Compensation (Say on Pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say on Pay).
More detail
This non-binding proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narratives. Management and the Compensation and Human Resources Committee seek this advisory endorsement to validate their pay-for-performance framework and to demonstrate shareholder support for the Company’s compensation design. The Company emphasizes long-term alignment via equity-based awards (restricted stock and SARs in 2025, and a redesigned 2026 LTI combining time-vested and performance-vested restricted stock units with a TSR modifier and governance cap), and ties annual incentives to bank-specific profitability and efficiency measures (PPNR less net charge-offs, adjusted ROATCE, efficiency ratio and revenue). The committee points to strong 2025 financial results and a history of high shareholder support (92% approval in 2025) as context for continuing the program. Governance features highlighted by management include stock ownership guidelines, a clawback policy that permits recovery of incentive-based compensation in the event of a material restatement, and limits on hedging and repricing. Potential shareholder concerns include the non-binding nature of the vote, the level of severance/change-in-control benefits for certain executives, and whether realized pay fully aligns with longer-term shareholder returns; management addresses alignment by revising LTI design for 2026 and retaining discretion and performance conditions on awards. The Board recommends a FOR vote, and the Compensation Committee has committed to consider the outcome of the advisory vote when making future compensation decisions.
Director elections
Nominees on the ballot4
Independent
Tenure on this board
4.2 yrs
Independent
Tenure on this board
8.5 yrs
Also a director at
Snap-on Inc (SNA)
Not independent
Tenure on this board
44.5 yrs
Also a director at
Post Holdings Inc (POST)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.0% | 8,804,534 | $433M |
| 2 | BlackRock, Inc. | 5.2% | 7,604,862 | $374M |
| 3 | STATE STREET CORP | 4.8% | 7,066,546 | $348M |
| 4 | COMMERCE BANK | 4.8% | 7,010,289 | $345M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 6,226,145 | $306M |
| 6 | AMERICAN CENTURY COMPANIES INC | 4.3% | 6,223,791 | $306M |
| 7 | BlackRock, Inc. | 2.8% | 4,134,806 | $203M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.5% | 3,610,155 | $178M |
| 9 | FIRST TRUST ADVISORS LP | 1.8% | 2,606,847 | $128M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 2,451,839 | $121M |
Peers
Nearest market capOther Financial Services sector meetings6
Upcoming shareholder meetings at Commerce Bancshares Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Blackstone Secured Lending FundBXSL
Annual meeting·Sep 24, 2026·$5.5B
Ares Capital CorpARCC
Special meeting·Aug 13, 2026·$13.8B
Equitable Holdings IncEQH
Special meeting·Jul 30, 2026·$13.8B
Corvel CorpCRVL
Annual meeting·Aug 6, 2026·$3.1B
Corebridge Financial IncCRBG
Special meeting·Jul 30, 2026·$14.6B
Hilltop Holdings IncHTH
Annual meeting·Jul 23, 2026·$2.3B
Reference
Frequently asked questions
- When is the Commerce Bancshares Inc 2026 annual meeting?
- Commerce Bancshares Inc (CBSH) holds its 2026 annual shareholder meeting on Friday, April 24, 2026.
- What is the record date for the Commerce Bancshares Inc 2026 meeting?
- The record date for the Commerce Bancshares Inc 2026 meeting is Tuesday, February 17, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Commerce Bancshares Inc's 2026 meeting?
- The board is presenting 4 director nominees at the Commerce Bancshares Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Commerce Bancshares Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Commerce Bancshares Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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