Commerce Bancshares (CBSH) Proxy Filing summary

Voting matters and shareholder proposals

• Election of one director to the 2027 Class for a two-year term and four directors to the 2028 Class for three-year terms.

• Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Advisory approval of executive compensation (Say on Pay) included as a voting item.

• Board recommends voting FOR all director nominees and FOR the ratification and Say on Pay proposals.

• Additional business may be transacted as properly brought before the meeting.

Board of directors and corporate governance

• Board recommends the election of five directors, specifying their terms and classes.

• Virtual annual meeting scheduled for April 25, 2025, with online access for shareholders.

Executive compensation and say-on-pay

• Advisory vote on executive compensation (Say on Pay) is included as Proposal 4.