Buyback expanded as Commerce Bancshares (NASDAQ: CBSH) shareholders back pay and auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Commerce Bancshares, Inc. authorized repurchases of up to 7,500,000 shares of its common stock under its share repurchase program. This increases the capacity to return capital to shareholders through open-market or other buyback activity.
The company’s Board appointed Steven A. Brandjord as Corporate Controller and Chief Accounting Officer, effective May 15, 2026. Shareholders elected four directors to serve until the 2029 annual meeting, ratified KPMG LLP as independent auditor for 2026, and approved the non-binding advisory vote on executive compensation, with each proposal receiving sufficient support to pass.
Positive
- Expanded share repurchase authorization: The Board authorized the company to repurchase, together with remaining prior capacity, up to 7,500,000 shares of common stock through its share repurchase program, increasing flexibility to return capital to shareholders.
Negative
- None.
Insights
Commerce Bancshares boosts buyback capacity while all proxy items pass comfortably.
Commerce Bancshares received shareholder support across governance items and expanded its share repurchase authorization. The program now permits repurchases of up to 7,500,000 common shares, offering additional flexibility to return capital when management deems conditions attractive.
All four director nominees were elected, the 2026 engagement of KPMG LLP as independent auditor was ratified, and the advisory "Say on Pay" resolution passed with a clear majority. These votes signal general shareholder alignment with the board’s oversight, compensation policies, and audit selection as of the latest annual meeting.
8-K Event Classification
3 items: 5.02, 5.07, 8.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Shares outstanding: 147,283,966 shares
Shares represented at meeting: 125,909,553 shares
Repurchase authorization: 7,500,000 shares
+3 more
6 metrics
Shares outstanding
147,283,966 shares
Common stock outstanding and entitled to vote as of record date
Shares represented at meeting
125,909,553 shares
Common stock represented in person or by proxy at annual meeting
Repurchase authorization
7,500,000 shares
Maximum total shares authorized under share repurchase program
Brauer director votes for
99,672,349 votes
Votes for Blackford F. Brauer’s election as director
Auditor ratification votes for
123,852,832 votes
Votes for ratifying KPMG LLP as 2026 independent auditor
Say on Pay votes for
92,591,887 votes
Votes for advisory approval of executive compensation
Key Terms
share repurchase program, independent registered public accounting firm, Say on Pay, Regulation 14A, +2 more
6 terms
independent registered public accounting firm regulatory
"Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Say on Pay regulatory
"This proposal, commonly referred to as “Say on Pay,” is required by Section 14A"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
Regulation 14A regulatory
"Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934"
Section 14A of the Securities Exchange Act regulatory
"This proposal, commonly referred to as “Say on Pay,” is required by Section 14A of the Securities Exchange Act"
Corporate Controller and Chief Accounting Officer financial
"approved the Company's appointment of Steven A. Brandjord in the role of Corporate Controller and Chief Accounting Officer"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 24, 2026
(Exact name of registrant as specified in its charter)
| | ||||||||||||||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(816 ) 234-2000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of class | Trading symbol(s) | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) The Board of Directors of Commerce Bancshares, Inc. (“Company”) approved the Company's appointment of Steven A. Brandjord in the role of Corporate Controller and Chief Accounting Officer, effective May 15, 2026. Mr. Brandjord's appointment was previously announced in a current report on Form 8-K dated March 30, 2026.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting was held on April 24, 2026. As of the record date, there were a total of 147,283,966 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 125,909,553 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of security holders:
(1)Election of four directors to the 2029 Class for a term of three years. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s nominees, as listed in the proxy statement. The four nominees for the four directorships received the following votes:
| Name of Director | Votes For | Votes Withheld | Uncast | Broker Non-Votes | ||||||||||
| Blackford F. Brauer | 99,672,349 | 1,909,507 | — | 24,327,697 | ||||||||||
| W. Kyle Chapman | 99,007,611 | 2,573,509 | 736 | 24,327,697 | ||||||||||
| Karen L. Daniel | 94,222,104 | 7,359,752 | — | 24,327,697 | ||||||||||
| David W. Kemper | 98,465,704 | 3,116,152 | — | 24,327,697 | ||||||||||
Based on the votes set forth above, the foregoing persons were duly elected to serve as directors for a term expiring at the annual meeting of shareholders in 2029 and until their respective successors have been duly elected and qualified.
Other directors whose term of office as director continued after the meeting were: Terry D. Bassham, Timothy S. Dunn, June McAllister Fowler, John W. Kemper, Alaina G. Maciá, Benjamin F. Rassieur, III, Todd R. Schnuck, and Christine B. Taylor.
(2)Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026. The proposal received the following votes:
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
| 123,852,832 | 1,875,793 | 180,928 | — | ||||||||
Based on the votes set forth above, the appointment of KPMG LLP as the Company's independent registered public accounting firm to serve for 2026 was duly ratified by the shareholders.
(3)Advisory approval of the Company’s executive compensation as disclosed pursuant to Item 402 of Regulation S-K. This proposal, commonly referred to as “Say on Pay,” is required by Section 14A of the Securities Exchange Act. The "Say on Pay" proposal received the following votes:
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||||||
| 92,591,887 | 8,291,071 | 698,898 | 24,327,697 | ||||||||
Based on the votes set forth above, the non-binding proposal to approve the compensation awarded by the Company to its named executive officers passed.
Item 8.01 - Other Events
On April 28, 2026, the Company issued a press release announcing the Board of Directors' authorization of an increase in the number of shares that may be repurchased through its share repurchase program. The Board authorized the Company to repurchase, in combination with the amount remaining from the prior authorization on October 31, 2025, up to 7,500,000 total shares of the Company’s common stock through its repurchase program. A copy of the press release announcing this share repurchase program is filed as Exhibit 99.1 to this report and incorporated herein by reference.
Exhibits
99.1 Press release dated April 28, 2026 announcing approval of share repurchase program
104 The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMERCE BANCSHARES, INC. | |||||||||||
| By: | /s/ Paul A. Steiner | ||||||||||
| Paul A. Steiner | |||||||||||
Controller (Chief Accounting Officer) | |||||||||||
Date: April 28, 2026
