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): April 23, 2019

COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware
 
1-10706
 
38-1998421
(State or other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)

Comerica Bank Tower
1717 Main Street, MC 6404
Dallas, Texas  75201
(Address of principal executive offices)   (zip code)

(214) 462-6831
(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:

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))

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).

Emerging growth company          o

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. o








ITEM 5.07
 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Comerica Incorporated ("Comerica") held its 2019 Annual Meeting of Shareholders on April 23, 2019.  Matters voted upon by shareholders at that meeting were:
 
(i)
the election of twelve directors;
 
(ii)
the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019; 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 2020.  The results were as follows:

Director Nominees
 
For
 
Against
 
Abstained
 
Broker Non-Vote
Ralph W. Babb, Jr.
 
116,311,927

 
4,390,925

 
1,611,430

 
13,959,052

Michael E. Collins
 
121,856,212

 
261,862

 
196,208

 
13,959,052

Roger A. Cregg
 
116,157,648

 
6,003,241

 
153,393

 
13,959,052

T. Kevin DeNicola
 
116,614,776

 
5,538,018

 
161,488

 
13,959,052

Curtis C. Farmer
 
117,303,881

 
4,862,801

 
147,600

 
13,959,052

Jacqueline P. Kane
 
120,349,682

 
1,778,665

 
185,935

 
13,959,052

Richard G. Lindner
 
114,921,357

 
6,969,053

 
423,872

 
13,959,052

Barbara R. Smith
 
121,774,949

 
360,563

 
178,770

 
13,959,052

Robert S. Taubman
 
119,249,157

 
2,903,241

 
161,884

 
13,959,052

Reginald M. Turner, Jr.
 
116,740,028

 
5,416,922

 
157,332

 
13,959,052

Nina G. Vaca
 
119,389,316

 
2,777,772

 
147,194

 
13,959,052

Michael G. Van de Ven
 
121,356,427

 
752,938

 
204,917

 
13,959,052


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, 2019 was approved.  The results were as follows:

For
 
Against
 
Abstained
 
Broker Non-Vote
129,521,190
 
 
6,556,744
 
 
195,400
 
 
0

Proposal 3

The nonbinding, advisory proposal approving executive compensation was approved.  The results were as follows:
For
 
Against
 
Abstained
 
Broker Non-Vote
113,826,984
 
 
8,090,687
 
 
396,611
 
 
13,959,052
 







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 26, 2019
 
 



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