SEC Comment Letter for COMMERCE BANCSHARES (CBSH) — Aug 24, 2011
COMMERCE BANCSHARES INC /MO/ (CBSH) (CIK 0000022356)
Date: Aug. 24, 2011 · CIK: 0000022356 · Accession: 0000000000-11-050980
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-02989
Letter
August 24, 2011 Via E-mail James L. Swarts Vice President and Secretary Commerce Bancshares, Inc. 1000 Walnut Street Kansas City, MO 64106 Re: Commerce Bancshares, Inc. Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 25, 2011 File No. 000-02989
Dear Mr. Swarts: We have reviewed your response dated July 8, 2011 and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. Where we have requested changes in future filings, please include a draft of your proposed disclosures that clearly identifies new or revised disclosu res. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to this comment, including the draft of your proposed disclosures, we may have additional comments. Definitive Proxy Statement on Schedule 14A
Long-Term Equity Awards, page 22
1. We note your revised disclosure in response to prior comment 14 and your statement that the equity awards, in the aggr egate, are “targeted to the 50 th percentile of the applicable Benchmarks.” However, it remains unclear how the Compensation Committee determined the restricted stock awards that are meant to address current year performance. Please advise. Additionally, please expand your disclosure to specify what individual performance and contributions by your named executive officers resulted in the adjustments that the Committee made to the equity awards. See Regulation S-K Item 402(b)(2)(vii).
James L. Swarts Commerce Bancshares, Inc. August 24, 2011 Page 2 Please contact Celia Soehner at (202) 551-3463 or Michael Seaman, Special Counsel, at (202) 551-3366 with any questions. Sincerely, /s/ Michael Seaman for Suzanne Hayes Assistant Director
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August 24, 2011 Via E-mail James L. Swarts Vice President and Secretary Commerce Bancshares, Inc. 1000 Walnut Street Kansas City, MO 64106 Re: Commerce Bancshares, Inc. Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 25, 2011 File No. 000-02989 Dear Mr. Swarts: We have reviewed your response dated July 8, 2011 and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. Where we have requested changes in future filings, please include a draft of your proposed disclosures that clearly identifies new or revised disclosu res. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to this comment, including the draft of your proposed disclosures, we may have additional comments. Definitive Proxy Statement on Schedule 14A Long-Term Equity Awards, page 22 1. We note your revised disclosure in response to prior comment 14 and your statement that the equity awards, in the aggr egate, are “targeted to the 50 th percentile of the applicable Benchmarks.” However, it remains unclear how the Compensation Committee determined the restricted stock awards that are meant to address current year performance. Please advise. Additionally, please expand your disclosure to specify what individual performance and contributions by your named executive officers resulted in the adjustments that the Committee made to the equity awards. See Regulation S-K Item 402(b)(2)(vii). James L. Swarts Commerce Bancshares, Inc. August 24, 2011 Page 2 Please contact Celia Soehner at (202) 551-3463 or Michael Seaman, Special Counsel, at (202) 551-3366 with any questions. Sincerely, /s/ Michael Seaman for Suzanne Hayes Assistant Director