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CMA > SEC Filings for CMA > Form 8-K on 24-Apr-2014All Recent SEC Filings

Show all filings for COMERICA INC /NEW/

Form 8-K for COMERICA INC /NEW/


24-Apr-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of


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


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