8-K



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 26, 2016
 
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))





ITEM 5.02
 
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
The Governance, Compensation and Nominating Committee and the Board of Directors (the “Board”) of Comerica previously approved the Comerica Incorporated 2016 Management Incentive Plan (the “MIP”), subject to shareholder approval. At Comerica’s Annual Meeting of Shareholders held on April 26, 2016, the MIP was approved in its entirety by the shareholders. By approving the MIP, the shareholders approved, among other things, the material terms of the performance goals, as required for purposes of Section 162(m) of the Internal Revenue Code in order not to lose certain deductions.
A description of the terms and conditions of the MIP, including eligible participants, performance goals and performance targets, is on pages 37-40 of our definitive proxy statement for the 2016 Annual Meeting, filed with the Securities and Exchange Commission on March 16, 2016, which description is incorporated herein by reference.
The foregoing description of the MIP is qualified in its entirety by reference to the text of the MIP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
ITEM 5.07
 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
Comerica held its 2016 Annual Meeting of Shareholders on April 26, 2016.  Matters voted upon by shareholders at that meeting were:
(i)
the election of nine directors;
(ii) 
the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2016;
(iii)
the approval of the Comerica Incorporated 2016 Management Incentive Plan including for purposes of Section 162(m) of the Internal Revenue Code; and
(iv)  
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 2017.  The results were as follows:
 
Director Nominees
 
For
 
Against
 
Abstained
 
Broker Non-Vote
Ralph W. Babb, Jr.
 
122,306,958
 
19,272,358
 
1,460,988
 
13,094,042
Roger A. Cregg
 
122,878,791
 
18,526,996
 
1,634,517
 
13,094,042
T. Kevin DeNicola
 
123,759,869
 
17,645,387
 
1,635,048
 
13,094,042
Jacqueline P. Kane
 
125,154,680
 
16,253,331
 
1,632,293
 
13,094,042
Richard G. Lindner
 
123,713,403
 
19,121,074
 
205,827
 
13,094,042
Alfred A. Piergallini
 
122,633,433
 
18,669,619
 
1,737,252
 
13,094,042
Robert S. Taubman
 
122,206,535
 
19,216,898
 
1,616,871
 
13,094,042
Reginald M. Turner, Jr.
 
123,205,227
 
18,190,675
 
1,644,402
 
13,094,042
Nina G. Vaca
 
124,794,114
 
16,497,113
 
1,749,077
 
13,094,042
 
Proposal 2
 
The proposal to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2016 was approved.  The results were as follows:
 
For
 
Against
 
Abstained
 
Broker Non-Vote
154,857,252

 
1,096,069

 
181,025

 
0




 
Proposal 3
 
The proposal to approve the Comerica Incorporated 2016 Management Incentive Plan including for purposes of Section 162(m) of the Internal Revenue Code was approved.  The results were as follows:
 
For
 
Against
 
Abstained
 
Broker Non-Vote
122,863,291

 
19,762,365

 
414,394

 
13,094,296

 
Proposal 4
 
The nonbinding, advisory proposal approving executive compensation was approved.  The results were as follows:
 
For
 
Against
 
Abstained
 
Broker Non-Vote
120,898,200

 
21,468,219

 
673,631

 
13,094,296

 
ITEM 9.01
 
FINANCIAL STATEMENTS AND EXHIBITS.

 
(d) Exhibits
10.1

 
Comerica Incorporated 2016 Management Incentive Plan








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-Governance, Regulatory Relations and Legal Affairs, and Corporate Secretary
 
 
 
Date:  May 2, 2016
 
 




EXHIBIT INDEX
Exhibit No.
 
Description
 
 
 
10.1

 
 
Comerica Incorporated 2016 Management Incentive Plan