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): July 31, 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))
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| 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 |
| Depositary Shares, each representing a 1/1000th interest in a share of 6.0% Series B Non-Cumulative Perpetual Preferred Stock | CBSHP | 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 8.01 Other Events
On July 31, 2020, Commerce Bancshares, Inc. (the Company) issued a press release announcing that it will redeem all outstanding shares of its 6.00% Series B Non-Cumulative Perpetual Preferred Stock, $1.00 par value per share ("Series B Preferred Stock") and the corresponding 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, will be redeemed simultaneously with the redemption of the Series B Preferred Stock at a redemption price of $25 per depositary share (equivalent to $1,000 per share of preferred stock). All 6,000,000 outstanding Series B Depositary Shares will be redeemed on the dividend payment date of September 1, 2020 (the "Redemption Date").
Regular dividends on the outstanding shares of the Series B Preferred Stock will be paid separately on September 1, 2020 to holders of record as of the close of business on August 14, 2020, in the customary manner. On and after the Redemption Date, all dividends on the shares of Series B Preferred Stock will cease to accrue.
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. | | |
| | By: | /s/ Paul A. Steiner | |
| | | Paul A. Steiner | |
| | | Controller (Chief Accounting Officer) | |
Date: July 31, 2020
