Commerce Bancshares (CBSH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 24, 2026, to be held virtually; shareholders can vote online, by phone, or by mail.

• Shareholders will vote on electing four directors, ratifying KPMG LLP as auditor, and approving executive compensation.

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

• Shareholders of record as of February 17, 2026, are eligible to vote; 147,283,966 shares outstanding.

Voting matters and shareholder proposals

• Proposals include: election of four directors for three-year terms, ratification of KPMG LLP as auditor for 2026, and advisory approval of executive compensation (Say on Pay).

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals or director nominations for the 2027 meeting by specified deadlines and in compliance with SEC rules and company bylaws.

Board of directors and corporate governance

• Board consists of 12 directors divided into three classes; four directors up for election in 2026.

• Board emphasizes diversity, independence, and a broad range of expertise.

• All non-employee directors are independent except for the Executive Chairman and CEO.

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

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