Commerce Bancshares AGM: Directors Elected, KPMG Ratified, Say-on-Pay Wins 91% Support

Key Points

• Shareholders elected four directors to the 2029 class (Blackford F. Brauer, W. Kyle Chapman, Karen L. Daniel and David W. Kemper), ratified KPMG as auditor with over 98% support, and approved the advisory Say-on-Pay proposal with 91% of votes.
• Commerce reported record 2025 results with net income of $566 million (EPS $4.04), ROA 1.79% and ROE 15.8%, returned $200 million via share repurchases and marked its 58th consecutive annual dividend increase.
• The acquisition of FineMark closed on Jan. 1, 2026, onboarding $2.7 billion in loans, $2.1 billion in deposits and $8.7 billion in trust assets to lift assets under administration to >$90 billion, with systems conversion and integration on track for Q4 2026.

Commerce Bancshares NASDAQ: CBSH shareholders elected four directors, ratified KPMG as the company’s independent auditor for 2026, and approved the advisory “Say on Pay” proposal during the company’s 2026 annual meeting, which was held virtually.

Shareholder votes and meeting logistics

Commerce Executive Chairman David Kemper opened the meeting and introduced the board, while Corporate Secretary Peggy Rowe reported that a quorum was present. Rowe said proxies representing 125,909,553 shares had been received out of 147,283,966 shares outstanding, and that notice of the annual meeting had been furnished to shareholders of record as of Feb. 17, 2026.

Shareholders elected the board’s nominees to the 2029 class of directors. Rowe reported that Blackford F. Brauer, W. Kyle Chapman, Karen L. Daniel, and David W. Kemper each received enough votes to be elected, with no other nominations submitted.

In other voting matters:

• KPMG LLC was ratified as independent registered public accounting firm for 2026 by over 98% of shares voted, Rowe said.
• The advisory vote on executive compensation passed, with 91% of votes cast in favor of Proposal 3, according to Rowe.

The operator also introduced Steven Penn and Jenny Pearson of KPMG, who attended virtually and were available for shareholder questions. No questions were submitted during the Q&A portion, and the meeting was adjourned.

CEO highlights 2025 results and strategic theme

President and CEO John Kemper delivered the “state of the company” presentation, describing 2025 as “a very good year” despite “both successes and challenges.” He pointed shareholders to the company’s annual report theme, “From Insight to Action,” which he said reflects the need for both “sound strategy and disciplined execution” in a period of rapid change.

Kemper said Commerce ended 2025 at approximately $33 billion in assets, ranking it the 40th largest bank in the U.S. by asset size, while it ranked 29th by market capitalization at year-end. He attributed the valuation relative to balance sheet size to “the diversity of our earning streams,” including payments and wealth management businesses that are less dependent on the balance sheet.

In wealth management, Kemper said Commerce administered more than $80 billion in trust assets at year-end 2025, placing it among the top 16 banks nationally. He added that, following an acquisition that closed in January, that figure is now north of $90 billion of assets under administration.

Economic and banking backdrop

Looking back on 2025 conditions, Kemper said the operating environment was “largely favorable,” with positive—though slowing—growth, strong corporate profits, resilient consumers, and equity markets that “continued to rally through the year.” He said the Federal Reserve cut rates by 75 basis points toward year-end, which he said provided a boost to the economy and to “liability-sensitive banks” with higher funding costs.

Kemper also cited “benign credit” as a continued tailwind for banks, while cautioning that credit losses had begun to show “some trend toward normalization” in areas such as consumer credit. He said Commerce underwrites with a correction in mind and aims to be consistently available for customers through economic cycles.

FineMark acquisition and wealth management expansion

Kemper described the acquisition of FineMark National Bank & Trust as a strategic milestone intended to accelerate Commerce’s wealth management growth and expand its presence in Florida while entering “attractive new geographies.” He characterized FineMark as a “natural culture fit,” citing asset quality, a client-centric service model, and community engagement.

Commerce completed the transaction on Jan. 1, 2026, and Kemper said that through January the company onboarded $2.7 billion in loans, $2.1 billion in deposits, and $8.7 billion in trust assets. He said Commerce took “deliberate balance sheet actions” during integration, including moving certain customer deposits off the shared balance sheet and repositioning the securities portfolio to align with enterprise asset-liability strategy.

According to Kemper, systems conversion is targeted for the fourth quarter of 2026, and integration progress is “very much on track,” with teams engaged and clients “enthusiastic.”

Record 2025 performance and early 2026 update

Kemper said Commerce delivered record performance in 2025, including “record revenues, record earnings, record returns on assets, and record earnings per share.” He reported net income of $566 million, or $4.04 per share. Returns on assets and equity were 1.79% and 15.8%, respectively, which he said ranked among the highest in the peer set.

He said the bottom line rose 7% year over year, and—factoring in share repurchases—earnings per share increased 9%. Kemper also cited 7% dividend growth and noted that the company returned $200 million through share repurchases in 2025. While acknowledging that 2025 results “did not translate into a growing stock price,” he said the company remains focused on factors it can control.

Kemper emphasized the company’s revenue mix, stating that 37% of overall revenue comes from fees compared with 23% for peers, and he highlighted strength in card and wealth management. He also discussed diversification in the loan book, saying Commerce has less commercial real estate and construction exposure offset by higher C&I and consumer balances, alongside “solid core funding and lending capacity” and a low loan-to-deposit ratio.

For 2026, Kemper referenced the company’s first-quarter earnings release, reporting earnings per share of $0.96, which he said was $0.03 higher than the same period last year. He said Commerce bought back about $84 million in shares during the quarter while continuing to pay its dividend, and noted the quarter was the first full period including FineMark.

In closing remarks, Kemper said Commerce aims to run an “all-weather business” supported by diversified businesses, a high-quality deposit franchise, tightly managed risk, and ample capital. He also highlighted long-term shareholder returns, saying that over the last 10 years earnings per share grew at “almost exactly a 10% compounded annual rate,” and that the regular dividend doubled over that period. He said 2026 marked the company’s 58th consecutive year of dividend increases, adding that Commerce is not aware of another bank with a similar track record.

About Commerce Bancshares NASDAQ: CBSH

Commerce Bancshares, Inc is a bank holding company primarily engaged in providing a broad range of banking and financial services across the Midwest. Through its principal subsidiary, Commerce Bank, the company offers commercial and consumer banking, treasury management, trust and wealth advisory, and mortgage lending. Its diversified product suite includes deposit and loan products, cash management solutions, capital markets services, and private banking designed to meet the needs of individuals, small businesses, and large corporations.

The company's commercial banking group delivers tailored credit facilities, equipment and inventory financing, asset-based lending, and merchant services.

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