COMERICA INC 8-K

What Happened

• Comerica Incorporated filed an 8-K on January 6, 2026 reporting that its stockholders approved the Agreement and Plan of Merger with Fifth Third Bancorp (the Merger Agreement dated October 5, 2025) at a special meeting held that day. The record date for the meeting was November 24, 2025. A joint press release from Fifth Third and Comerica announcing the meeting results was attached as Exhibit 99.1.

Key Details

• Shares outstanding and voting: 127,794,112 shares were outstanding as of the November 24, 2025 record date; 96,557,213 shares (about 75.5%) were represented at the Jan 6, 2026 special meeting, constituting a quorum.
• Merger approval vote: 93,651,601 voted FOR the Comerica Merger Proposal; 2,795,960 voted AGAINST; 109,652 ABSTAINED.
• Advisory compensation vote: The non-binding advisory vote on merger-related compensation for Comerica’s named executive officers passed with 54,715,121 FOR, 40,823,085 AGAINST and 1,019,007 ABSTENTIONS (roughly 56.7% FOR, 42.3% AGAINST of votes cast).
• Adjournment proposal: 91,018,394 FOR, 5,133,993 AGAINST, 404,826 ABSTENTIONS; the meeting was not adjourned because the merger had sufficient votes to pass.

Why It Matters

• Shareholder approval of Comerica’s merger with Fifth Third is a major required corporate step toward completing the acquisition under the Merger Agreement. With the Comerica Merger Proposal approved, the transaction can proceed to the remaining closing steps and regulatory approvals described in the merger agreement.
• The advisory compensation vote passed but showed substantial shareholder dissent (~42% against), a reminder investors often watch executive pay issues even when a deal itself is approved.
• The joint press release attached to the 8-K provides the companies’ public summary of the meeting results and next steps.