UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 26, 2022
COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)
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| Delaware | 1-10706 | 38-1998421 |
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| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
Comerica Bank Tower
1717 Main Street, MC 6404
Dallas, Texas 75201
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(Address of principal executive offices) (zip code)
(214) 462-6831
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(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $5 par value | | CMA | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ☐
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| ITEM 5.02 | | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
As previously reported, T. Kevin DeNicola's term as a director ended on April 26, 2022. On that same date, the Board of Directors of Comerica Incorporated determined to reduce the size of the Board to eleven directors.
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| ITEM 5.07 | | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Comerica held its 2022 Annual Meeting of Shareholders on April 26, 2022. Matters voted upon by shareholders at that meeting were:
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| (i) | the election of eleven directors; |
| (ii) | the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022; and |
| (iii) | the approval of a non-binding, advisory proposal approving executive compensation. |
The final number of votes cast for, against or withheld (if applicable), as well as the number of abstentions and broker non-votes, with respect to each matter is set forth below.
Proposal 1
The director nominees listed below each received a majority of the votes cast that were present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal, and such individuals were each elected to serve as a director with a one-year term expiring in 2023. The results were as follows:
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| Director Nominees | | For | | Against | | Abstained | | Broker Non-Vote |
| Michael E. Collins | | 98,865,644 | | | 654,290 | | | 390,458 | | | 12,351,526 | |
| Roger A. Cregg | | 95,681,975 | | | 3,827,728 | | | 400,689 | | | 12,351,526 | |
| Curtis C. Farmer | | 94,010,621 | | | 5,499,135 | | | 400,636 | | | 12,351,526 | |
| Nancy Flores | | 99,303,146 | | | 230,726 | | | 376,520 | | | 12,351,526 | |
| Jacqueline P. Kane | | 92,643,392 | | | 6,675,215 | | | 591,786 | | | 12,351,526 | |
| Richard G. Lindner | | 95,814,076 | | | 3,690,233 | | | 406,083 | | | 12,351,526 | |
| Barbara R. Smith | | 98,709,919 | | | 820,372 | | | 380,101 | | | 12,351,526 | |
| Robert S. Taubman | | 96,153,258 | | | 3,371,540 | | | 385,594 | | | 12,351,526 | |
| Reginald M. Turner, Jr. | | 96,377,288 | | | 3,137,440 | | | 395,664 | | | 12,351,526 | |
| Nina G. Vaca | | 96,455,065 | | | 3,071,810 | | | 383,517 | | | 12,351,526 | |
| Michael G. Van de Ven | | 98,727,695 | | | 789,244 | | | 393,453 | | | 12,351,526 | |
Proposal 2
The proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved. The results were as follows:
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| For | | Against | | Abstained | | Broker Non-Vote |
| 105,853,377 | | | | 6,030,900 | | | | 377,641 | | | | 0 |
Proposal 3
The nonbinding, advisory proposal approving executive compensation was approved. The results were as follows:
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| For | | Against | | Abstained | | Broker Non-Vote |
| 96,019,281 | | | | 3,371,255 | | | | 519,856 | | | | 12,351,526 | | |
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| ITEM 9.01 | | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
104 The cover page from Comerica's Current Report on Form 8-K, formatted in Inline XBRL
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMERICA INCORPORATED
By: /s/ John D. Buchanan
Name: John D. Buchanan
Title: Executive Vice President - Chief Legal Officer
Date: April 29, 2022
