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): January 23, 2007
COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)
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| Delaware
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1-10706
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38-1998421 |
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number) |
Comerica Tower at Detroit Center
500 Woodward Avenue, MC 3391
Detroit, Michigan 48226
(Address of principal executive offices) (zip code)
(313) 222-6317
(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))
TABLE OF CONTENTS
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 23, 2007, the Board of Directors of Comerica Incorporated (“Comerica”) approved certain
amendments to Comerica’s bylaws.
The Board of Directors amended Article III, Section 13 of the bylaws to change the vote standard
for the election of directors from plurality to a majority of votes cast in uncontested elections.
A majority of the votes cast means that the number of shares voted “for” a director must exceed 50%
of the votes cast with respect to that director. In contested elections where the number of
nominees exceeds the number of directors to be elected, the vote standard will continue to be a
plurality of the shares represented in person or by proxy at the meeting and entitled to vote on
the election of directors.
If a nominee who already serves as a director is not elected, the director will tender his or her
resignation to the Board of Directors. The Corporate Governance and Nominating Committee will make
a recommendation to the Board on whether to accept or reject the resignation, or whether other
action should be taken. The Board of Directors will act on the tendered resignation and publicly
disclose its decision and the rationale behind it within 90 days from the date of the certification
of the election results. The director who tenders his or her resignation will not participate in
the recommendation of the Corporate Governance and Nominating Committee or the Board of Director’s
decision. If the failure of a nominee to be elected at the annual meeting results in a vacancy on
the Board of Directors, that vacancy can be filled by action of the Board of Directors.
In addition, the Board of Directors of Comerica amended Article III, Section 12 of the bylaws to
require a nominee for election or reelection as a director of Comerica to complete a written
questionnaire prepared by Comerica with respect to the background and qualification of the person
and, if applicable, the background of any other person or entity on whose behalf the nomination is
being made.
A nominee must also make certain representations and agree that he or she (A) will abide by the
requirements of Article III, Section 13 of the bylaws (concerning, among other things, the required
tendering of a resignation by a director who does not receive a majority of votes cast in an
uncontested election), (B) is not and will not become a party to (1) any agreement, arrangement or
understanding with, and has not given any commitment or assurance to, any person or entity as to
how, if elected as a director of Comerica, he or she will act or vote on any issue or question (a
“Voting Commitment”) that has not been disclosed to Comerica or (2) any Voting Commitment that
could limit or interfere with his or her ability to comply, if elected as a director of Comerica,
with his or her fiduciary duties under applicable law, (C) is not and will not become a party to
any agreement, arrangement or understanding with any person or entity other than Comerica with
respect to any direct or indirect compensation, reimbursement or indemnification in connection with
service or action as a director that has not been disclosed, and (D) in his or her individual
capacity and on behalf of any person or entity on whose behalf the nomination is being made, would
be in compliance, if elected as a director of Comerica, and would comply with all applicable
publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership
and trading policies and guidelines of Comerica.
The amended bylaws are effective as of January 23, 2007 and are attached hereto as Exhibit 3.1.
ITEM 9.01 Financial Statements and Exhibits
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3.1 |
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Amended and Restated Bylaws of Comerica Incorporated,
effective as of January 23, 2007 |