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) March 15, 2005
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Commerce Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 1-12609 22-2433468
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Commerce Atrium, 1701 Route 70 East, Cherry Hill, NJ 08034-5400
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 856-751-9000
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N/A
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(Former name or former address, if changed since last report)
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 communication 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 15, 2005, the Board of Directors of Commerce Bancorp, Inc.
(the "Company") approved the following recommendations of the Compensation
Committee:
o Board Compensation for Service on the Board and Its Committees:
- Annual cash retainer of $35,000;
- Attendance per meeting $1,500;
- Grant of options to purchase 7,500 shares of the Company's common
stock (1);
- Annual retainer of $30,000 to the Chair of the Audit Committee;
- Annual retainer of $30,000 to the Chair of the Nominating and
Governance Committee; and
- Annual retainer of $15,000 to the Chair of the Compensation
Committee.
o 2004 Bonuses for Certain Executive Officers:
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Name Title Cash Bonus Stock Option Grants(1)
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Vernon W. Hill, II Chairman, President and Chief $1,250,000 200,000
Executive Officer
Robert D. Falese, Jr. President, Commercial & Investment $250,000 100,000
Banking
Dennis M. DiFlorio President, Retail/Support $250,000 100,000
George E. Norcross, III Chairman & Chief Executive $300,000 100,000
Officer, Commerce Insurance
Services, Inc.
Peter Musumeci Executive Vice President, $100,000 50,000
Credit/Loan Admin
o 2005 Base Salaries of Certain Executive Officers:
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Name Title Base Salary
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Vernon W. Hill, II Chairman, President and Chief $1,000,000(2)
Executive Officer
Robert D. Falese, Jr. President, Commercial & Investment $900,000
Banking
Dennis M. DiFlorio President, Retail/Support $900,000
George E. Norcross, III Chairman & Chief Executive Officer, $950,000
Commerce Insurance Services, Inc.
Peter Musumeci Executive Vice President, $650,000
Credit/Loan Admin
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(1) Grants made at exercise price of $31.38 per share, the market price on the
date of grant.
(2) The Compensation Committee and Senior Management have recommended that, on a
going-forward basis, the Company's Executive compensation should be more
incentive-based; and, as an initial step in that process, the CEO's base salary
was reduced to $1,000,000.
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 17, 2005 COMMERCE BANCORP, INC.
By: /s/ DOUGLAS J. PAULS
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Douglas J. Pauls
Senior Vice President and Chief
Financial Officer