UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1, 2008

Commerce Bancshares, Inc.

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)

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

     This filing amends Item 5.02 of the Form 8-K previously filed February 5, 2008. Item 5.02 is amended in its entirety to read as follows:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     On February 1, 2008 the Company’s Board of Directors approved the recommendations of the Compensation and Human Resources Committee with respect to the base salary for 2008 (effective April 1, 2008) and the payment of cash bonuses to the Company’s CEO and its other named executive officers. The cash bonuses include performance-based compensation in accordance with the Company’s Executive Incentive Compensation Plan. They also include discretionary bonuses outside of the EICP that are not intended to qualify as performance-based. The Board also approved the Committee’s recommendations for the grant to those individuals of stock appreciation rights and restricted stock awards under the Company’s 2005 Equity Incentive Plan.

						2007		2007		Total		Stock		Restricted
				2008		Performance-		Discretionary		2007 Cash		Appreciation		Stock
				Salary		Based Bonus		Bonus		Bonus		Rights		Awards
Executive Officer		Title		$		$		$		$		#		#
David W. Kemper		Chairman, President & CEO		848,500		298,708		217,792		516,500		97,750		4,104
Jonathan M. Kemper		Vice Chairman		437,500		111,170		81,330		192,500		41,400		1,486
Seth M. Leadbeater		Vice Chairman		345,000		80,992		59,008		140,000		20,700		1,070
Charles G. Kim		Executive Vice President		345,000		76,545		65,455		142,000		19,550		994
Kevin G. Barth		Executive Vice President		345,000		76,545		65,455		142,000		19,550		994
A. Bayard Clark		Executive Vice President & CFO		265,500		51,860		38,140		90,000		16,100		720

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.

Date: March 5, 2008