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, 2011

 

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.

 

Director Retirements

 

James F. Cordes retired from the Board of Directors of Comerica Incorporated (“Comerica”), effective April 26, 2011.  The retirement was in accordance with Comerica’s Corporate Governance Guidelines, which provide that a Comerica director will retire from the Board of Directors at the next annual shareholders’ meeting immediately following the director’s 70th birthday.

 

Approval of the Comerica Incorporated 2011 Management Incentive Plan

 

The Governance, Compensation and Nominating Committee and the Board of Directors (the “Board”) of Comerica previously approved the Comerica Incorporated 2011 Management Incentive Plan (the “MIP”), subject to shareholder approval.  At Comerica’s Annual Meeting of Shareholders held on April 26, 2011, 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 75-77 of our definitive proxy statement for the 2011 Annual Meeting, filed with the Securities and Exchange Commission on March 18, 2011, 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.

 

The Company held its 2011 Annual Meeting of Shareholders on April 26, 2011.  Matters voted upon by shareholders at that meeting were:

 

(i)                             the election of four Class III Directors;

(ii)                           the ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2011;

(iii)                       the approval of the Comerica Incorporated 2011 Management Incentive Plan;

(iv)                      the amendment of the Certificate of Incorporation and Bylaws to eliminate supermajority voting provisions;

(v)                         a non-binding, advisory proposal approving executive compensation; and

(vi)                      a non-binding, advisory proposal regarding the frequency that shareholders are to be presented with advisory proposals approving executive compensation (every one, two or three years).

 

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The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter is set forth below.

 

Proposal 1

 

The nominees for Class III Directors 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 Class III Director with a one-year term expiring in 2012.  The results were as follows:

 

Class III Director
Nominees

 

For

 

Against

 

Abstained

 

Broker Non-Vote

 

Roger A. Cregg

 

135,991,583

 

5,230,069

 

323,405

 

14,469,884

 

T. Kevin DeNicola

 

140,030,619

 

1,203,349

 

311,089

 

14,469,884

 

Alfred A. Piergallini

 

135,360,402

 

5,876,592

 

308,063

 

14,469,884

 

Nina G. Vaca

 

139,906,047

 

1,281,475

 

357,535

 

14,469,884

 

 

The names of the other directors not up for election at the Annual Meeting whose terms of office continued after the Annual Meeting were as follows:

 

Incumbent Class I Directors

 

Incumbent Class II Directors

Richard G. Lindner

 

Ralph W. Babb, Jr.

Robert S. Taubman

 

Jacqueline P. Kane

Reginald M. Turner, Jr.

 

 

 

Proposal 2

 

The proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2011 was approved.  The results were as follows:

 

For

 

Against

 

Abstained

 

Broker Non-Vote

 

154,505,416

 

1,189,308

 

320,217

 

0

 

 

Proposal 3

 

The proposal to approve the Comerica Incorporated 2011 Management Incentive Plan was approved.  The results were as follows:

 

For

 

Against

 

Abstained

 

Broker Non-Vote

 

136,948,102

 

3,998,556

 

598,399

 

14,469,884

 

 

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Proposal 4

 

The proposal to amend the Certificate of Incorporation and Bylaws to eliminate supermajority voting provisions was approved.  The results were as follows:

 

For

 

Against

 

Abstained

 

Broker Non-Vote

 

153,668,179

 

1,701,513

 

645,249

 

0

 

 

Proposal 5

 

The nonbinding, advisory proposal approving executive compensation was approved.  The results were as follows:

 

For

 

Against

 

Abstained

 

Broker Non-Vote

 

134,843,033

 

6,114,087

 

587,937

 

14,469,884

 

 

Proposal 6

 

For the non-binding, advisory proposal regarding the frequency that shareholders are to be presented with advisory proposals approving executive compensation (every one, two or three years), the frequency of one year received the highest number of votes cast out of those shares present and entitled to vote on the matter.  The results were as follows:

 

One Year

 

Two Years

 

Three Years

 

Abstained

 

Broker Non-
Vote

 

119,433,408

 

1,222,424

 

20,360,598

 

528,627

 

14,469,884

 

 

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ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

10.1                           Comerica Incorporated 2011 Management Incentive Plan

 

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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/ Jon W. Bilstrom

 

Name:

Jon W. Bilstrom

 

Title:

Executive Vice President-Governance, Regulatory Relations and Legal Affairs, and Secretary

 

 

 

Date:  May 2, 2011

 

 

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

10.1

 

Comerica Incorporated 2011 Management Incentive Plan

 

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