2015 Annual Meeting Results 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 28, 2015
 
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 5.07
 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
Comerica held its 2015 Annual Meeting of Shareholders on April 28, 2015.  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, 2015;
(iii)
the approval of the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors; 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 2016.  The results were as follows:
 
Director Nominees
 
For
 
Against
 
Abstained
 
Broker Non-Vote
Ralph W. Babb, Jr.
 
136,038,146
 
3,228,732
 
2,053,640
 
14,355,904
Roger A. Cregg
 
140,194,219
 
937,007
 
189,292
 
14,355,904
T. Kevin DeNicola
 
140,747,774
 
386,233
 
186,511
 
14,355,904
Jacqueline P. Kane
 
140,219,444
 
929,312
 
171,762
 
14,355,904
Richard G. Lindner
 
138,330,305
 
2,798,078
 
192,135
 
14,355,904
Alfred A. Piergallini
 
138,563,295
 
2,590,521
 
166,702
 
14,355,904
Robert S. Taubman
 
137,493,001
 
3,684,424
 
143,093
 
14,355,904
Reginald M. Turner, Jr.
 
139,713,805
 
1,422,939
 
183,774
 
14,355,904
Nina G. Vaca
 
139,572,093
 
1,574,311
 
174,114
 
14,355,904
 
Proposal 2
 
The proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2015 was approved.  The results were as follows:
 
For
 
Against
 
Abstained
 
Broker Non-Vote
154,758,704
 
778,506
 
139,212
 
—
 
Proposal 3
 
The proposal to approve the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors was approved.  The results were as follows:
 
For
 
Against
 
Abstained
 
Broker Non-Vote
121,696,044
 
19,118,277
 
505,949
 
14,356,152
 




Proposal 4
 
The nonbinding, advisory proposal approving executive compensation was approved.  The results were as follows:
 
For
 
Against
 
Abstained
 
Broker Non-Vote
124,388,251
 
16,112,522
 
819,497
 
14,356,152
 








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 4, 2015