Commerce Bancshares (CBSH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 25, 2025, will be held virtually, with shareholders able to vote and participate online using a control number.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

• Shareholders as of February 26, 2025, are eligible to vote on director elections, auditor ratification, executive compensation, and other business.

Voting matters and shareholder proposals

• Shareholders will vote to elect one director to the 2027 Class (two-year term) and four directors to the 2028 Class (three-year term).

• Ratification of KPMG LLP as independent registered public accounting firm for 2025 is on the agenda.

• Advisory approval of executive compensation (Say on Pay) is included.

• Shareholder proposals and nominations must comply with SEC rules and company bylaws, with specific deadlines for 2026 submissions.

Board of directors and corporate governance

• Board consists of twelve directors divided into three classes, with a focus on diversity in experience, profession, race, gender, and geography.

• All non-employee directors and nominees, except executive officers and former employees, are considered independent under NASDAQ rules.

• Board leadership structure separates the roles of Executive Chairman and CEO.

• Four standing committees: Audit and Risk, Compensation and Human Resources, Governance/Directors, and Executive Committee.

• Directors are required to meet stock ownership requirements and participate in a stock purchase plan.