cma-20220426

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)


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:


☐			Written communications 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))

Securities registered pursuant to Section 12(b) of the Act:

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).


Emerging growth company			☐

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. ☐


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.


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:


			(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:


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:


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:


For	Against	Abstained	Broker Non-Vote
96,019,281	3,371,255	519,856	12,351,526


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

Comerica Incorporated filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits