False12-31000002235600000223562020-09-012020-09-01
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)
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Missouri
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0-2989
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43-0889454
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1000 Walnut,
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Kansas City,
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MO
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64106
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(Address of principal executive offices)
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(Zip Code)
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(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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of class
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Trading symbol(s)
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Name of exchange on which registered
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$5 Par Value Common Stock
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CBSH
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NASDAQ Global Select Market
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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
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.
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COMMERCE BANCSHARES, INC.
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By:
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/s/ Paul A. Steiner
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Paul A. Steiner
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Controller
(Chief Accounting Officer)
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Date: September 2, 2020
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
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