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): May 20, 2008
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 Bank Tower
1717 Main Street, MC 6404
Dallas, Texas 75201
(Address of principal executive offices) (zip code)
(214) 969-6476
(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))
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| ITEM 5.02 |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
The Board of Directors of Comerica Incorporated (“Comerica”) appointed Richard G. Lindner to serve
on its Board of Directors, effective May 20, 2008. Mr. Lindner was also appointed as a member of
Comerica’s Governance, Compensation and Nominating Committee and its Enterprise Risk Committee. On
May 20, 2008, Comerica issued a press release regarding this appointment. A copy of the press
release is attached hereto as Exhibit 99.1.
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| ITEM 5.03 |
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
Effective May 20, 2008, the Board of Directors amended Comerica’s bylaws.
The Board of Directors amended Article III, Sections 8(b) and (c), 12 and 13 of the bylaws
(dealing with committees), to revise all references to either the Corporate Governance and
Nominating Committee or the Compensation Committee. Those committees were combined effective May
20, 2008 into the Governance, Compensation and Nominating Committee, so references to them in the
bylaws were changed to the new committee name. The amendments also revised Article III, Section 10
to clarify that directors can be reimbursed expenses and paid fees for attending training sessions.
Previously, such authority was implicit. The amended bylaws are effective as of May 20, 2008 and
are attached hereto as Exhibit 3.1.
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| ITEM 9.01 |
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FINANCIAL STATEMENTS AND EXHIBITS. |
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| (d) Exhibits |
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3.1 |
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Amended and Restated Bylaws of Comerica Incorporated, effective as of May 20,
2008 |
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99.1
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Press Release dated May 20, 2008 |
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.
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COMERICA INCORPORATED
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By: |
/s/ Jon W. Bilstrom
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Name: |
Jon W. Bilstrom |
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Title: |
Executive Vice President-Governance, Regulatory
Relations and Legal Affairs, and Secretary |
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Date: May 20, 2008