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Compiled from SEC Form N-PX filings and COMMERCE BANCSHARES INC.’s Form 8-K, filed April 18, 2024 (Item 5.07 on EDGAR). Page generated November 1, 2026.
Meeting of April 17, 2024: 5 items on COMMERCE BANCSHARES INC.’s Form 8-K, filed April 18, 2024: 3 elected · 1 approved · 1 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore COMMERCE BANCSHARES INC. in the interactive database Compare manager voting policies
These tallies are COMMERCE BANCSHARES INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 18, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Terry D. Bassham | 88,048,529 | -- | -- | 6,665,308 | 20,299,454 | 93% | Elected | — |
| Elect Director: John W. Kemper | 93,193,610 | -- | -- | 1,520,227 | 20,299,454 | 98% | Elected | — |
| Elect Director: Jonathan M. Kemper | 92,203,841 | -- | -- | 2,509,996 | 20,299,454 | 97% | Elected | — |
| (2) Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2024. The proposal received the following votes: | 113,324,892 | 1,442,714 | 245,685 | -- | -- | 99% | Approved | — |
| 3. Advisory approval of the Company's executive compensation as disclosed pursuant to Item 402 of Regulation S-K | 86,062,202 | 8,088,604 | 563,031 | -- | 20,299,454 | 91% | Not verified | — |
This meeting is also recorded here as April 18, 2024; both records come from the same filing, so the date should be checked against it.
Source: COMMERCE BANCSHARES INC., Form 8-K, filed with the SEC on April 18, 2024 — read the filing on EDGAR.
Each item below shows how the 387 asset managers that disclosed a COMMERCE BANCSHARES INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 4 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: To elect three Directors to the 2027 Class for a term of three years: John W. Kemper
COMMERCE BANCSHARES INC.’s own tally for this item (“Elect Director: John W. Kemper”): 93,193,610 for, 1,520,227 withheld, per its Form 8-K filed April 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The three nominees for the three directorships received the following votes: 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 2027 and until their respective successors have been duly elect…”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 92 asset managers below reported 44,627,282 for, 44,406 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 17,013,305 | 0 | 0 | 0 | For |
| BlackRock | 6,170,142 | 0 | 0 | 0 | For |
| State Street | 3,464,635 | 0 | 0 | 0 | For |
| JPMorgan | 2,348,285 | 0 | 0 | 0 | For |
| Fidelity | 2,058,061 | 0 | 0 | 0 | For |
| American Century | 2,011,507 | 0 | 0 | 0 | For |
| Calvert | 1,473,668 | 0 | 0 | 0 | For |
| Dimensional | 1,173,046 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 976,445 | 0 | 0 | 8,782 | For |
| Charles Schwab | 975,355 | 0 | 0 | 0 | For |
| Equitable | 662,749 | 0 | 0 | 0 | For |
| Virtus | 591,995 | 0 | 0 | 0 | For |
| ProShares | 562,227 | 0 | 0 | 0 | For |
| Jackson National | 426,896 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 388,620 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 365,100 | 0 | 0 | 0 | For |
| TIAA | 280,122 | 0 | 0 | 0 | For |
| Voya | 268,980 | 0 | 0 | 0 | For |
| Northern Trust | 236,432 | 0 | 0 | 0 | For |
| Invesco | 221,465 | 0 | 0 | 0 | For |
| First Trust | 196,693 | 0 | 0 | 0 | For |
| WisdomTree | 188,479 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 170,302 | 0 | 0 | 0 | For |
| John Hancock | 166,889 | 0 | 0 | 0 | For |
| Hartford | 162,101 | 0 | 0 | 0 | For |
Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.
Combines 4 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: To elect three Directors to the 2027 Class for a term of three years: Jonathan M. Kemper
COMMERCE BANCSHARES INC.’s own tally for this item (“Elect Director: Jonathan M. Kemper”): 92,203,841 for, 2,509,996 withheld, per its Form 8-K filed April 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The three nominees for the three directorships received the following votes: 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 2027 and until their respective successors have been duly elect…”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 92 asset managers below reported 44,467,772 for, 203,916 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 17,013,305 | 0 | 0 | 0 | For |
| BlackRock | 6,170,142 | 0 | 0 | 0 | For |
| State Street | 3,464,635 | 0 | 0 | 0 | For |
| JPMorgan | 2,348,285 | 0 | 0 | 0 | For |
| Fidelity | 2,058,061 | 0 | 0 | 0 | For |
| American Century | 2,011,507 | 0 | 0 | 0 | For |
| Calvert | 1,473,668 | 0 | 0 | 0 | For |
| Dimensional | 1,173,046 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 976,445 | 0 | 0 | 8,782 | For |
| Charles Schwab | 975,355 | 0 | 0 | 0 | For |
| Equitable | 662,749 | 0 | 0 | 0 | For |
| Virtus | 591,995 | 0 | 0 | 0 | For |
| ProShares | 562,227 | 0 | 0 | 0 | For |
| Jackson National | 426,896 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 388,620 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 365,100 | 0 | 0 | 0 | For |
| TIAA | 280,122 | 0 | 0 | 0 | For |
| Voya | 268,980 | 0 | 0 | 0 | For |
| Northern Trust | 236,432 | 0 | 0 | 0 | For |
| Invesco | 221,465 | 0 | 0 | 0 | For |
| First Trust | 196,693 | 0 | 0 | 0 | For |
| WisdomTree | 188,479 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 170,302 | 0 | 0 | 0 | For |
| John Hancock | 166,889 | 0 | 0 | 0 | For |
| Hartford | 162,101 | 0 | 0 | 0 | For |
Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.
Combines 4 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: To elect three Directors to the 2027 Class for a term of three years: Terry D. Bassham
COMMERCE BANCSHARES INC.’s own tally for this item (“Elect Director: Terry D. Bassham”): 88,048,529 for, 6,665,308 withheld, per its Form 8-K filed April 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The three nominees for the three directorships received the following votes: 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 2027 and until their respective successors have been duly elect…”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 92 asset managers below reported 43,405,327 for, 1,266,361 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 17,013,305 | 0 | 0 | 0 | For |
| BlackRock | 6,170,142 | 0 | 0 | 0 | For |
| State Street | 3,464,635 | 0 | 0 | 0 | For |
| JPMorgan | 2,348,285 | 0 | 0 | 0 | For |
| Fidelity | 2,058,061 | 0 | 0 | 0 | For |
| American Century | 2,011,507 | 0 | 0 | 0 | For |
| Calvert | 1,473,668 | 0 | 0 | 0 | For |
| Dimensional | 1,173,046 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 976,445 | 0 | 0 | 8,782 | For |
| Charles Schwab | 975,355 | 0 | 0 | 0 | For |
| Equitable | 514,735 | 0 | 0 | 148,014 | Mixed |
| Virtus | 591,995 | 0 | 0 | 0 | For |
| ProShares | 562,227 | 0 | 0 | 0 | For |
| Jackson National | 426,896 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 0 | 0 | 0 | 388,620 | Withhold |
| HARBOR FUNDS | 365,100 | 0 | 0 | 0 | For |
| TIAA | 280,122 | 0 | 0 | 0 | For |
| Voya | 268,980 | 0 | 0 | 0 | For |
| Northern Trust | 218,874 | 0 | 0 | 17,558 | Mixed |
| Invesco | 0 | 0 | 0 | 221,465 | Withhold |
| First Trust | 196,693 | 0 | 0 | 0 | For |
| WisdomTree | 188,479 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 170,302 | 0 | 0 | 0 | For |
| John Hancock | 166,889 | 0 | 0 | 0 | For |
| Hartford | 0 | 0 | 0 | 162,101 | Withhold |
Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.
Combines 11 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
Description as filed by funds: ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.
COMMERCE BANCSHARES INC.’s own tally for this item (“3. Advisory approval of the Company's executive compensation as disclosed pursuant to Item 402 of Regulation S-K”): 86,062,202 for, 8,088,604 against, per its Form 8-K filed April 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of COMMERCE BANCSHARES INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (10 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 17,013,305 | 0 | 0 | 0 | For |
| BlackRock | 6,170,142 | 0 | 0 | 0 | For |
| State Street | 3,464,635 | 0 | 0 | 0 | For |
| JPMorgan | 2,348,285 | 0 | 0 | 0 | For |
| Fidelity | 2,058,061 | 0 | 0 | 0 | For |
| American Century | 1,889,840 | 121,667 | 0 | 0 | Mixed |
| Calvert | 0 | 1,473,668 | 0 | 0 | Against |
| Dimensional | 1,173,046 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 976,445 | 8,782 | 0 | 0 | For |
| Charles Schwab | 975,355 | 0 | 0 | 0 | For |
| Equitable | 662,749 | 0 | 0 | 0 | For |
| Virtus | 591,995 | 0 | 0 | 0 | For |
| ProShares | 562,227 | 0 | 0 | 0 | For |
| Jackson National | 222,675 | 204,221 | 0 | 0 | Mixed |
| BOSTON TRUST WALDEN FUNDS | 0 | 388,620 | 0 | 0 | Against |
| HARBOR FUNDS | 365,100 | 0 | 0 | 0 | For |
| TIAA | 280,122 | 0 | 0 | 0 | For |
| Voya | 0 | 268,980 | 0 | 0 | Against |
| Northern Trust | 218,874 | 17,558 | 0 | 0 | Mixed |
| Invesco | 221,465 | 0 | 0 | 0 | For |
| First Trust | 196,693 | 0 | 0 | 0 | For |
| WisdomTree | 0 | 188,479 | 0 | 0 | Against |
| AIG/SunAmerica | 170,302 | 0 | 0 | 0 | For |
| John Hancock | 166,889 | 0 | 0 | 0 | For |
| Hartford | 0 | 162,101 | 0 | 0 | Against |
Fund voting reports, all 90 managers: 41,613,505 for, 2,940,772 against, 1 withheld, 25,080 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Aristotle Capital Management, LLC | 8,064,828 | 13,331 | 0 | 0 | For |
| State Street | 3,502,118 | 0 | 0 | 0 | For |
| COMMERCE BANK | 3,428,764 | 0 | 0 | 0 | For |
| BlackRock | 2,898,511 | 39,555 | 0 | 0 | For |
| American Century | 2,443,665 | 209,909 | 0 | 0 | Mixed |
| GEODE CAPITAL MANAGEMENT, LLC | 2,072,156 | 0 | 0 | 0 | For |
| Calvert | 0 | 1,500,202 | 0 | 0 | Against |
| Charles Schwab | 985,594 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 0 | 721,496 | 0 | 0 | Against |
| COOKE & BIELER LP | 719,389 | 0 | 0 | 0 | For |
| SCHRODER INVESTMENT MANAGEMENT GROUP | 0 | 718,385 | 0 | 0 | Against |
| Northern Trust | 580,751 | 1,252 | 0 | 0 | For |
| Boston Trust Walden Co | 0 | 546,378 | 0 | 0 | Against |
| Dimensional | 463,558 | 0 | 0 | 0 | For |
| PRINCIPAL GLOBAL INVESTORS | 437,887 | 0 | 0 | 0 | For |
| Nuveen | 371,596 | 0 | 0 | 0 | For |
| Eaton Vance | 318,481 | 0 | 0 | 0 | For |
| Goldman Sachs | 308,609 | 0 | 0 | 0 | For |
| Invesco | 285,694 | 0 | 0 | 0 | For |
| Voya | 0 | 268,980 | 0 | 0 | Against |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 267,828 | 0 | 0 | Against |
| RBC Capital Markets, LLC | 266,145 | 0 | 0 | 0 | For |
| STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM | 222,113 | 0 | 0 | 0 | For |
| Rhumbline | 197,453 | 23,323 | 0 | 0 | Mixed |
| Citadel | 219,318 | 0 | 0 | 0 | For |
Institutional-manager reports, all 309 managers: 32,947,081 for, 5,460,359 against, 4,718 not voted, 100,474 mixed, 466 unknown. Showing the 25 largest; see all in the interactive database.
Combines 3 wordings of this item as funds reported it.
99% Approved · of votes cast
Description as filed by funds: TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.
COMMERCE BANCSHARES INC.’s own tally for this item (“(2) Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2024. The proposal received the following votes:”): 113,324,892 for, 1,442,714 against — passed, per its Form 8-K filed April 18, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the appointment of KPMG LLP as the Company's independent registered public accounting firm to serve for 2024 was duly ratified by the shareholders.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 92 asset managers below reported 44,646,222 for, 386 against, 25,080 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 17,013,305 | 0 | 0 | 0 | For |
| BlackRock | 6,170,142 | 0 | 0 | 0 | For |
| State Street | 3,464,635 | 0 | 0 | 0 | For |
| JPMorgan | 2,348,285 | 0 | 0 | 0 | For |
| Fidelity | 2,058,061 | 0 | 0 | 0 | For |
| American Century | 2,011,507 | 0 | 0 | 0 | For |
| Calvert | 1,473,668 | 0 | 0 | 0 | For |
| Dimensional | 1,173,046 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 985,227 | 0 | 0 | 0 | For |
| Charles Schwab | 975,355 | 0 | 0 | 0 | For |
| Equitable | 662,749 | 0 | 0 | 0 | For |
| Virtus | 591,995 | 0 | 0 | 0 | For |
| ProShares | 562,227 | 0 | 0 | 0 | For |
| Jackson National | 426,896 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 388,620 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 365,100 | 0 | 0 | 0 | For |
| TIAA | 280,122 | 0 | 0 | 0 | For |
| Voya | 268,980 | 0 | 0 | 0 | For |
| Northern Trust | 236,432 | 0 | 0 | 0 | For |
| Invesco | 221,465 | 0 | 0 | 0 | For |
| First Trust | 196,693 | 0 | 0 | 0 | For |
| WisdomTree | 188,479 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 170,302 | 0 | 0 | 0 | For |
| John Hancock | 166,889 | 0 | 0 | 0 | For |
| Hartford | 162,101 | 0 | 0 | 0 | For |
Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 129,877,146 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 13.10% |
| 2 | BlackRock | 4.75% |
| 3 | State Street | 2.67% |
| 4 | JPMorgan | 1.81% |
| 5 | Fidelity | 1.58% |
| 6 | American Century | 1.55% |
| 7 | Calvert | 1.13% |
| 8 | Dimensional | 0.90% |
| 9 | Bridge Builder Trust | 0.76% |
| 10 | Charles Schwab | 0.75% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Aristotle Capital Management, LLC | 6.22% |
| 2 | State Street | 2.70% |
| 3 | COMMERCE BANK | 2.64% |
| 4 | BlackRock | 2.26% |
| 5 | American Century | 2.04% |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.60% |
| 7 | Calvert | 1.16% |
| 8 | Charles Schwab | 0.76% |
| 9 | MELLON INVESTMENTS Corp | 0.56% |
| 10 | COOKE & BIELER LP | 0.55% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Vanguard Group | 10.47% | 13F |
| BlackRock | 9.09% | 13F |
| Aristotle Capital Management, LLC | 6.81% | DEF14A |
| Commerce Bank | 5.64% | DEF14A |
| State Street | 5.02% | 13F |
| Morgan Stanley | 2.42% | 13F |
| Geode Capital | 1.69% | 13F |
| Dimensional Fund Advisors | 1.33% | 13F |
| JPMorgan Chase | 1.24% | 13F |
| Jonathan M. Kemper | 1.02% | DEF14A |
Percentages above are of 129,877,146 shares outstanding, as reported by COMMERCE BANCSHARES INC. on its Form 10-K dated February 21, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from COMMERCE BANCSHARES INC.’s 10-K dated February 21, 2024. This page is a static snapshot rebuilt weekly on November 1, 2026; a live search always shows the current data.
At COMMERCE BANCSHARES INC.'s shareholder meeting held April 17, 2024, in the 2023-2024 proxy season, 387 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 2,310 separate fund positions. On the most widely held item on that ballot — ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. — FOR was 91% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: COMMERCE BANCSHARES INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on April 18, 2024.
COMMERCE BANCSHARES INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
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