8-K

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): September 1, 2020

Commerce Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Missouri	0-2989	43-0889454
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1000 Walnut,
Kansas City,	MO	64106
(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:

     ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of class	Trading symbol(s)	Name of exchange on which registered
$5 Par Value Common Stock	CBSH	NASDAQ Global Select Market

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 2, 2020, Commerce Bancshares, Inc. (the “Company”) amended its Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), by filing with the Missouri Secretary of State an Amendment of Certificate of Designation of 6.00% Series B Non-Cumulative Perpetual Preferred Stock of Commerce Bancshares, Inc. (the “Amendment”). The Amendment terminates the Certificate of Designation of 6.00% Series B Non-Cumulative Perpetual Preferred Stock of Commerce Bancshares, Inc., which was made a part of the Articles of Incorporation when filed with the Missouri Secretary of State on June 13, 2014. The Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events

On September 1, 2020, the Company completed the previously announced redemption of all 6,000 outstanding shares of its Series B Preferred Stock and the corresponding 6,000,000 depositary shares representing fractional interests in the Series B Preferred Stock (“Series B Depositary Shares”).

The Series B Depositary Shares (Nasdaq: CBSHP, CUSIP: 200525301), each representing a 1/1,000th interest in a share of Series B Preferred Stock, were redeemed simultaneously with the redemption of the Series B Preferred Stock at a redemption price of $25 per depositary share (equivalent to $25,000 per share of preferred stock).

Item 9.01 Financial Statements and Exhibits

Exhibits

3.1 Termination of Certificate of Designation of 6.00% Series B Non-Cumulative Perpetual Preferred Stock of Commerce Bancshares, Inc.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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: September 2, 2020

EX-3.1

Exhibit 3.1

TERMINATION OF CERTIFICATE OF DESIGNATION

OF

6.00% SERIES B NON-CUMULATIVE PERPETUAL PREFERRED STOCK

OF

COMMERCE BANCSHARES, INC.

Pursuant to Section 351.180 of the

General Business and Corporations Law of the State of Missouri

Commerce Bancshares, Inc., a corporation organized and existing under the General Business and Corporations Law of the State of Missouri (the “Corporation”), does hereby certify that:

Pursuant to authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by the Restated Articles of Incorporation of the Corporation, as amended (the “Articles of Incorporation”) and applicable law, the Board of Directors adopted a resolution on July 31, 2020, authorizing the cancellation of the Certification of Designation of 6.00% Series B Non-Cumulative Perpetual Preferred Stock filed with the Secretary of State of the State of Missouri on June 16, 2014, which created a series of 6,000 shares of preferred stock, par value $1.00 per share, of the Corporation designated as “6.00% Series B Non-Cumulative Perpetual Preferred Stock;”

No shares of such 6.00% Series B Non-Cumulative Perpetual Preferred Stock are issued and outstanding;

Certain designated officers of the Company, including the have been authorized by the Board to take action to terminate the Certificate of Designation; and

Pursuant to the authority conferred upon the Board by the Articles and Section 351.180.7 of The General and Business Corporation Law of Missouri, which provides, in pertinent part, that the Board may eliminate from the Articles all references to the 6.00% Series B Non-Cumulative Perpetual Preferred Stock by filing this certificate terminating the Certificate of Designation, the Board adopted the following resolutions:

NOW, THEREFORE, BE IT RESOLVED, no shares of 6.00% Series B Non-Cumulative Perpetual Preferred Stock are outstanding and none of such shares will be issued pursuant to the Certificate of Designation, so that such Certificate of Designation may be terminated, and shares of the Company’s preferred stock be eligible to be issued or reserved for other proper purposes;

RESOLVED FURTHER, that the cancellation of the Certificate of Designation be, and hereby is, in all respects, adopted and approved by the Board; and

Exhibit 3.1

RESOLVED FURTHER, that the Board further authorizes and directs the officers of the Corporation to take any and all actions necessary to cancel the Certificate of Designation and to execute, deliver and file such documents with the Secretary of State of the State of Missouri that such officers deem necessary to cancel the Certificate of Designation, including a Termination of Certificate of Designation of 6.00% Series B Non-Cumulative Perpetual Preferred Stock, reflecting the cancellation of the Certification of Designation.

IN WITNESS WHEREOF, Commerce Bancshares, Inc. has caused this Certificate of Designation of Series B Preferred Stock to be signed by Thomas J. Noack, its Secretary, this 1st day of September, 2020.

COMMERCE BANCSHARES, INC.,

By: /s/ Thomas J. Noack

Name: Thomas J. Noack

Title: Secretary

XML

Document and Entity Information Document	Sep. 01, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 01, 2020
Entity Registrant Name	Commerce Bancshares, Inc.
Entity Incorporation, State or Country Code	MO
Entity File Number	0-2989
Entity Tax Identification Number	43-0889454
Entity Address, Address Line One	1000 Walnut,
Entity Address, City or Town	Kansas City,
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	64106
City Area Code	816
Local Phone Number	234-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Title of 12(b) Security	$5 Par Value Common Stock
Trading Symbol	CBSH
Security Exchange Name	NASDAQ
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0000022356