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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2020

COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
1-10706
38-1998421
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------------
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(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

Comerica Bank Tower
1717 Main Street, MC 6404
Dallas, Texas 75201
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(Address of principal executive offices) (zip code)

(214) 462-6831
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(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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $5 par value
 
CMA
 
New York Stock Exchange

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
☐

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.         ☐




ITEM 5.04
 
TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS.

Comerica maintains the Comerica Incorporated Preferred Savings Plan, including its Defined Contribution Feature (collectively, the “401(k) Plan”), and one of the investments in the 401(k) Plan is common stock of Comerica, par value $5.00 per share (“Comerica Common Stock”), which is held through a Comerica Common Stock fund (the “Comerica Stock Fund”). Under the 401(k) Plan, the Comerica Stock Fund has been generally frozen to new investments since September 16, 2008 (other than the continuing reinvestment of cash dividends on Comerica Stock Fund investments that existed prior to September 16, 2008).
In order to transition the administrative record-keeping of the 401(k) Plan from the current service provider to a new service provider, Fidelity Investments, a “blackout period” will be imposed on transactions involving the Comerica Stock Fund under the 401(k) Plan. During the blackout period, account files will be moved to the new service provider, processed and verified for accuracy. During the blackout period, participants in the 401(k) Plan will be temporarily unable, among other things, to change investment elections and fund allocations in the 401(k) Plan with respect to the Comerica Stock Fund, to take distributions (including final distributions) of amounts invested in the Comerica Stock Fund under the 401(k) Plan, and to take loans of money invested in the Comerica Stock Fund under the 401(k) Plan. The blackout period for the 401(k) Plan is expected to begin at 4 p.m. Eastern Time on June 26, 2020 and is expected to end during the calendar week of July 12, 2020. The Company received a notice under section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 with respect to the blackout period on April 27, 2020.
As a result of the foregoing, on April 30, 2020, the Company sent a notice to its directors and executive officers informing them of the blackout period, during which time they will be prohibited from engaging in certain transactions in equity securities of the Company (the “Notice”). The Notice was provided to the Company’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The individuals designated to respond to inquiries regarding the blackout period are Nicole Gersch, Senior Vice President and General Counsel, Corporate Finance and Securities, Comerica Incorporated, 1717 Main Street, MC 6506, Dallas, Texas, 75201, Telephone: (214) 462-4302 or Jennifer Perry, Senior Vice President and Assistant General Counsel, Corporate Finance and Securities, Comerica Incorporated, 1717 Main Street, MC 6506, Dallas, Texas, 75201, Telephone: (214) 462-4311. During the blackout period and for a period of two years after the ending date of the blackout period, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the blackout period by contacting either of the above individuals.
ITEM 5.07
 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Comerica Incorporated ("Comerica") held its 2020 Annual Meeting of Shareholders on April 28, 2020.  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, 2020; 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 2021.  The results were as follows:





Director Nominees
 
For
 
Against
 
Abstained
 
Broker Non-Vote
Michael E. Collins
 
104,414,402

 
645,852

 
156,055

 
14,702,863

Roger A. Cregg
 
100,566,773

 
4,520,646

 
128,890

 
14,702,863

T. Kevin DeNicola
 
100,249,650

 
4,844,572

 
122,087

 
14,702,863

Curtis C. Farmer
 
98,599,348

 
5,851,208

 
765,753

 
14,702,863

Jacqueline P. Kane
 
101,885,810

 
3,186,234

 
144,265

 
14,702,863

Richard G. Lindner
 
101,226,484

 
3,852,961

 
136,864

 
14,702,863

Barbara R. Smith
 
104,606,617

 
495,266

 
114,426

 
14,702,863

Robert S. Taubman
 
101,331,275

 
3,750,245

 
134,789

 
14,702,863

Reginald M. Turner, Jr.
 
100,432,589

 
4,658,208

 
125,512

 
14,702,863

Nina G. Vaca
 
102,042,250

 
3,008,420

 
165,639

 
14,702,863

Michael G. Van de Ven
 
104,252,069

 
835,038

 
129,202

 
14,702,863


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, 2020 was approved.  The results were as follows:

For
 
Against
 
Abstained
 
Broker Non-Vote
113,968,105

 
 
5,862,512

 
 
88,555

 
 
0

Proposal 3

The nonbinding, advisory proposal approving executive compensation was approved.  The results were as follows:
For
 
Against
 
Abstained
 
Broker Non-Vote
100,060,981

 
 
4,631,051

 
 
524,277

 
 
14,702,863

 

ITEM 9.01
 
FINANCIAL STATEMENTS AND EXHIBITS
.

(d) Exhibits
99.1 Notice of Blackout Period to Directors and Executive Officers of Comerica Incorporated dated April 30, 2020
104 The cover page from Comerica's Current Report on Form 8-K, formatted in Inline XBRL






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 30, 2020






Sarbanes-Oxley Act of 2002 Required Notice Concerning Limitations on Your
Trading in Comerica Incorporated Securities
April 30, 2020
To:    Directors and Executive Officers of Comerica Incorporated (“Comerica”)
As you know, Comerica maintains the Comerica Incorporated Preferred Savings Plan, including its Defined Contribution Feature (collectively, the “401(k) Plan”), and one of the investments in the 401(k) Plan is common stock of Comerica, par value $5.00 per share (“Comerica Common Stock”), which is held through a Comerica Common Stock fund (the “Comerica Stock Fund”). Under the 401(k) Plan, the Comerica Stock Fund has been generally frozen to new investments since September 16, 2008 (other than the continuing reinvestment of cash dividends on Comerica Stock Fund investments that existed prior to September 16, 2008).
This notice is to inform you that, in order to transition the administrative record-keeping of the 401(k) Plan from the current service provider to a new service provider, Fidelity Investments, a “blackout period” will be imposed on transactions involving the Comerica Stock Fund under the 401(k) Plan. During the blackout period, described in more detail below, account files will be moved to the new service provider, processed and verified for accuracy.
Under the Sarbanes-Oxley Act of 2002 and Regulation BTR, the directors and executive officers of Comerica will generally be prohibited from engaging in transactions involving Comerica equity securities (including, without limitation, stock options and other derivatives based on Comerica stock) during any time period that participants under the 401(k) Plan are unable to conduct transactions involving Comerica Common Stock in the 401(k) Plan (i.e., during the blackout period). In addition, directors and executive officers of Comerica will generally be prohibited from engaging in transactions involving Comerica equity securities during any time period in which the directors and executive officers of Comerica are otherwise restricted from trading in Comerica equity securities under Comerica’s Insider Trading Policy.
1.
The blackout period for the 401(k) Plan is expected to begin at 4 p.m. Eastern Time on June 26, 2020 and is expected to end during the calendar week of July 12, 2020. During such weeks, you can obtain, without charge, information as to whether the blackout period has begun or ended by contacting Nicole Gersch, Senior Vice President and General Counsel, Corporate Finance and Securities, Comerica Incorporated, 1717 Main Street, MC 6506, Dallas, Texas, 75201, Telephone: (214) 462-4302 or Jennifer Perry, Senior Vice President and Assistant General Counsel, Corporate Finance and Securities, Comerica Incorporated, 1717 Main Street, MC 6506, Dallas, Texas, 75201, Telephone: (214) 462-4311. We will notify you if there is a subsequent change to the week during which the blackout period begins or ends.
2.
As a result of the transition to a new record-keeper for the 401(k) Plan and in order to help implement an accurate transfer of files, during the blackout period, participants in the 401(k) Plan will be temporarily unable to (a) change investment elections and fund allocations in the 401(k) Plan with respect to the Comerica Stock Fund, (b) take distributions (including final distributions) of amounts invested in the Comerica Stock Fund under the 401(k) Plan, and (c) take loans of money invested in the Comerica Stock Fund under the 401(k) Plan.
3.
Because you are a director and/or executive officer of Comerica, during the blackout period, you are generally prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity security of Comerica that you acquired in connection with your service as a director or an executive officer. This is true regardless of whether you participate in the 401(k) Plan and regardless of how such equity securities are held (i.e., in the 401(k) Plan or otherwise). “Equity securities” are defined broadly to include stock options and other derivatives. Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a direct or indirect pecuniary interest. You may be deemed to have an interest in transactions in equity securities of Comerica by your family members, if such securities were originally acquired in connection with your service or employment as a Comerica executive officer or director.




4.
The prohibition covers securities acquired “in connection with service as a director or employment as an executive officer.” This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option, restricted stock or restricted stock unit grant), as a direct or indirect inducement to employment or joining the Board of Directors, in transactions between you and Comerica, and as shares necessary to qualify as a director or to satisfy minimum ownership requirements or guidelines. Securities acquired outside of your service as a director or executive officer (such as shares acquired when you were an employee but not yet an executive officer) are not covered. However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares, unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).
5.
The following are examples of transactions that you may not engage in during the blackout period:
•
Exercising stock options granted to you in connection with your service as a director or executive officer
•
Selling Comerica stock that you acquired by exercising options
•
Selling Comerica stock that you originally received as a restricted stock or restricted stock unit grant
6.
There are certain exemptions, including:
•
Purchases or sales pursuant to a contract, instruction or written plan entered into by the director or executive officer that satisfies the affirmative defense conditions of Rule 10b5-1(c), so long as you do not make or modify your election during the blackout period or at a time when you are aware of the actual or approximate dates of the blackout
•
Acquisitions and dispositions of equity securities involving a bona fide gift or bequest and transfers pursuant to domestic relations orders
7.
If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties.
8.
The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon directors and executive officers who violate them could be severe. We therefore request that you contact Nicole Gersch, Senior Vice President and General Counsel, Corporate Finance and Securities, Comerica Incorporated, 1717 Main Street, MC 6506, Dallas, Texas, 75201, Telephone: (214) 462-4302 or Jennifer Perry, Senior Vice President and Assistant General Counsel, Corporate Finance and Securities, Comerica Incorporated, 1717 Main Street, MC 6506, Dallas, Texas, 75201, Telephone: (214) 462-4311 with inquiries regarding the blackout period and before engaging in any transaction involving Comerica stock or derivatives based on Comerica stock during the blackout period, or if you believe that any such transaction in which you have a pecuniary interest may occur during the blackout period. During the blackout period and for a period of two years after the ending date of the blackout period, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the blackout period by contacting either of the above individuals.