April 24 2014 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 21, 2014
 
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.

As previously reported in a Form 8-K filed by Comerica Incorporated (the "Company") on April 8, 2014 (the "Prior 8-K"), on April 3, 2014, the Company entered into a restrictive covenants and general release agreement (the “Agreement”) with J. Michael Fulton, Executive Vice President of the Company, in connection with his anticipated retirement on April 30, 2014. A description of that Agreement is contained in the Prior 8-K, and a copy of the Agreement was filed therewith. Among other things, the Agreement provided that the Company would recommend to the Governance, Compensation and Nominating Committee of the Board of Directors (the "Committee") that it accelerate the vesting of Mr. Fulton’s shares of restricted stock that are not vested as of his retirement date, subject to his execution and non-revocation of the Agreement. On April 21, 2014, subject to the non-revocation of the Agreement, the Committee approved the accelerated vesting of Mr. Fulton’s restricted Comerica Incorporated stock as of his retirement date.
ITEM 5.07
 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
The Company held its 2014 Annual Meeting of Shareholders on April 22, 2014.  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 auditors for the fiscal year ending December 31, 2014; 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 2014.  The results were as follows:
 
Director Nominees
 
For
 
Against
 
Abstained
 
Broker Non-Vote
Ralph W. Babb, Jr.
 
141,578,305

 
1,536,489

 
1,805,486

 
15,688,145

Roger A. Cregg
 
144,484,334

 
262,341

 
173,605

 
15,688,145

T. Kevin DeNicola
 
144,433,620

 
314,702

 
171,958

 
15,688,145

Jacqueline P. Kane
 
144,438,587

 
318,007

 
163,686

 
15,688,145

Richard G. Lindner
 
142,792,430

 
1,953,869

 
173,981

 
15,688,145

Alfred A. Piergallini
 
143,823,442

 
923,663

 
173,175

 
15,688,145

Robert S. Taubman
 
141,412,104

 
3,334,274

 
173,902

 
15,688,145

Reginald M. Turner, Jr.
 
144,377,525

 
361,280

 
181,475

 
15,688,145

Nina G. Vaca
 
144,404,374

 
339,922

 
175,984

 
15,688,145

 
Proposal 2
 
The proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2014 was approved.  The results were as follows:
 
For
 
Against
 
Abstained
 
Broker Non-Vote
158,607,058

 
1,842,912

 
158,455

 

 





Proposal 3
 
The nonbinding, advisory proposal approving executive compensation was approved.  The results were as follows:
 
For
 
Against
 
Abstained
 
Broker Non-Vote
127,329,582

 
17,002,070

 
588,378

 
15,688,395

 








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:  April 24, 2014