Document


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 24, 2018

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 5.02


 
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As described in Item 5.07 below, Comerica Incorporated ("Comerica") held its 2018 Annual Meeting of Shareholders on April 24, 2018. At the meeting, Comerica's shareholders approved the Comerica Incorporated 2018 Long-Term Incentive Plan (the "2018 LTIP"). The 2018 LTIP was previously approved by the Governance, Compensation and Nominating Committee (the “Committee”) and the Board of Directors (the “Board”) of Comerica, subject to stockholder approval. The 2018 LTIP replaces the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan, as amended (the "Prior Plan"). Effective upon the approval of the 2018 LTIP, the Prior Plan was closed to further grants and the shares still available for grant under the Prior Plan will not be available for grant under the 2018 LTIP, provided that to the extent that any award outstanding under the Prior Plan is forfeited, terminates, expires or lapses without being exercised, or is settled for cash, or the shares subject to such award are not delivered as a result thereof, including any shares that are unearned under performance awards taking into account the maximum possible payout, such shares shall again be available for awards under the 2018 LTIP.
The 2018 LTIP will be administered by the Committee and generally provides for the granting to Comerica’s officers, employees and consultants of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards. 5,750,000 shares of Comerica common stock, par value $5.00 per share, are authorized for issuance through the 2018 LTIP.
A description of other material terms and conditions of the 2018 LTIP is on pages 104-114 of our definitive proxy statement for the 2018 Annual Meeting, filed with the Securities and Exchange Commission on March 13, 2018, which description is incorporated herein by reference. The description of the 2018 LTIP is qualified in its entirety by reference to the text of the 2018 LTIP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
In connection with the adoption of the 2018 LTIP, the Committee approved the following form agreements:
•
the forms of agreement for awards of restricted stock units (both cliff vesting and non-cliff vesting) to be granted under the 2018 LTIP;
•
the form of agreement for awards of stock options to be granted under the 2018 LTIP;
•
the form of agreement for Senior Executive Long-Term Performance (“SELTPP”) restricted stock units to be granted under the 2018 LTIP; and
•
the forms of agreement for awards of restricted stock (both cliff vesting and non-cliff vesting) to be granted under the 2018 LTIP.
Each of the form agreements listed above is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.07
 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Comerica held its 2018 Annual Meeting of Shareholders on April 24, 2018.  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, 2018;
 
(iii)
the approval of a non-binding, advisory proposal approving executive compensation; and
 
(iv)
the approval of the Comerica Incorporated 2018 Long-Term Incentive Plan.

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 2018.  The results were as follows:

Director Nominees
 
For
 
Against
 
Abstained
 
Broker Non-Vote
Ralph W. Babb, Jr.
 
127,344,460
 
3,425,315
 
349,045
 
17,101,213
Michael E. Collins
 
130,761,272
 
232,622
 
124,926
 
17,101,213
Roger A. Cregg
 
128,978,289
 
2,022,002
 
118,529
 
17,101,213
T. Kevin DeNicola
 
129,338,395
 
1,659,040
 
121,385
 
17,101,213
Jacqueline P. Kane
 
130,623,475
 
375,189
 
120,156
 
17,101,213
Richard G. Lindner
 
129,789,843
 
1,196,065
 
132,912
 
17,101,213
Barbara R. Smith
 
130,765,001
 
229,325
 
124,494
 
17,101,213
Robert S. Taubman
 
130,088,927
 
918,702
 
111,191
 
17,101,213
Reginald M. Turner, Jr.
 
128,371,236
 
2,623,658
 
123,926
 
17,101,213
Nina G. Vaca
 
129,497,754
 
1,490,477
 
130,589
 
17,101,213
Michael G. Van de Ven
 
130,488,668
 
510,598
 
119,554
 
17,101,213

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, 2018 was approved.  The results were as follows:

For
 
Against
 
Abstained
 
Broker Non-Vote
144,835,979
 
 
3,248,095
 
 
135,959
 
 
0

Proposal 3

The nonbinding, advisory proposal approving executive compensation was approved.  The results were as follows:
For
 
Against
 
Abstained
 
Broker Non-Vote
127,938,381
 
 
2,883,194
 
 
297,045
 
 
17,101,413
 

Proposal 4

The proposal to approve the Comerica Incorporated 2018 Long-Term Incentive Plan was approved. The results were as follows:
For
 
Against
 
Abstained
 
Broker Non-Vote
125,274,925
 
 
5,556,829
 
 
286,866
 
 
17,101,413





ITEM 9.01
 
FINANCIAL STATEMENTS AND EXHBITS
(d)     Exhibits
10.1
10.2
10.3
10.4
10.5
10.6
10.7




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, 2018