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Comerica Incorporated 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Comerica Incorporated’s Form 8-K, filed January 6, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 6Reported items
  • 507Asset managers
  • 1,681Fund votes
  • January 6, 2026Meeting date

Results at a glance

Meeting of January 6, 2026: 3 items on Comerica Incorporated’s Form 8-K, filed January 6, 2026: 2 approved · 1 without a stated outcome.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Comerica Incorporated in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Comerica Incorporated

These tallies are Comerica Incorporated’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed January 6, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Comerica Incorporated — official shareholder meeting results, meeting held January 6, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
1. Proposal to adopt the Agreement and Plan of Merger, dated as of October 5, 2025, by and among Fifth Third, Fifth Third Financial Corporation, Comerica and Comerica Holdings Incorporated (the "Comerica Merger Proposal") 93,651,6012,795,960109,652 ---- 97%Approveda supermajority of the shares outstanding
2. Proposal to approve, on a non-binding, advisory basis, the merger-related compensation payments that will or may be paid to Comerica's named executive officers in connection with the first merger (the "Comerica Compensation Proposal") 54,715,12140,823,0851,019,007 ---- 57%Approved—
3. Proposal to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Comerica Merger Proposal or to en 91,018,3945,133,993404,826 ---- 95%Not verified—

Source: Comerica Incorporated, Form 8-K, filed with the SEC on January 6, 2026 — read the filing on EDGAR.

How asset managers voted at the Comerica Incorporated 2025-2026 meeting

Each item below shows how the 507 asset managers that disclosed a Comerica Incorporated vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Comerica Incorporated’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. 1. Proposal to adopt the Agreement and Plan of Merger, dated as of October 5, 2025, by and among Fifth Third, Fifth…

Official resultEXTRAORDINARY TRANSACTIONSReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 93,651,601AGAINST: 2,795,960
Details: description as filed, official tally, votes by 104 asset managers

Description as filed by funds: Proposal to adopt the Agreement and Plan of Merger, by and among Fifth Third Bancorp, Fifth Third Financial Corporation, Comerica Incorporated and Comerica Holdings Incorporated, dated as of October 5, 2025.

Comerica Incorporated’s own tally for this item (“1. Proposal to adopt the Agreement and Plan of Merger, dated as of October 5, 2025, by and among Fifth Third, Fifth Third Financial Corporation, Comerica and Comerica Holdings Incorporated (the "Comerica Merger Proposal"”): 93,651,601 for, 2,795,960 against — passed, per its Form 8-K filed January 6, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the Comerica Merger Proposal by the following votes:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“75.5% of the shares of common stock outstanding”).

The 104 asset managers below reported 43,018,439 for, 155,354 against, 1,086 abstained, 97 not voted.

FOR
FOR: 43,018,439AGAINST: 155,354ABSTAIN: 1,086NOT VOTED: 97
Largest asset managers voting on “Proposal to adopt the Agreement and Plan of Merger, by and among Fifth Third Bancorp, Fifth Third Financial Co” at Comerica Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard11,892,4650 00For
BlackRock9,690,8210 00For
Fidelity5,613,0590 00For
Charles Schwab4,610,4000 00For
Invesco1,666,8800 00For
Dimensional1,505,3400 00For
Capital Group1,318,5940 00For
MERGER FUND706,2210 00For
Jackson National702,5460 00For
First Trust489,3730 00For
Investment Managers Series Trust II481,2230 00For
WisdomTree394,9610 00For
Nationwide341,1570 00For
ARBITRAGE FUNDS308,5600 00For
John Hancock296,7980 00For
GMO252,9220 00For
Equitable215,8190 00For
TIAA154,8150 00For
Dunham Funds148,9650 00For
THIRD AVENUE TRUST0141,356 00Against
AIG/SunAmerica133,9760 00For
Cambria ETF Trust126,8060 00For
Northern Trust118,2120 00For
Bridge Builder Trust117,8500 00For
BNY Mellon115,9290 00For

Showing the 25 largest of 104 asset managers. See all 104 in the interactive database.

2. Approve Merger Agreement

No official matchEXTRAORDINARY TRANSACTIONS

100% of fund votes cast · no official result

FOR
Details: votes by 5 asset managers

The 5 asset managers below reported 190,467 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 190,467
Largest asset managers voting on “Approve Merger Agreement” at Comerica Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
JPMorgan127,1520 00For
Empower59,8680 00For
CLEARWATER INVESTMENT TRUST2,0000 00For
NORTHERN LIGHTS FUND TRUST II1,3000 00For
NORTHERN LIGHTS FUND TRUST III1470 00For

3. 3. Proposal to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit…

Outcome not verifiedCORPORATE GOVERNANCEReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 91,018,394AGAINST: 5,133,993
Details: description as filed, official tally, votes by 103 asset managers

Description as filed by funds: Proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to adopt the Comerica merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided.

Comerica Incorporated’s own tally for this item (“3. Proposal to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to appro”): 91,018,394 for, 5,133,993 against, per its Form 8-K filed January 6, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 103 asset managers below reported 42,809,031 for, 336,985 against, 22,727 abstained, 97 not voted.

FOR
FOR: 42,809,031AGAINST: 336,985ABSTAIN: 22,727NOT VOTED: 97
Largest asset managers voting on “Proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to so” at Comerica Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard11,892,4650 00For
BlackRock9,690,8210 00For
Fidelity5,613,0590 00For
Charles Schwab4,610,4000 00For
Invesco1,666,8800 00For
Dimensional1,505,3400 00For
Capital Group1,318,5940 00For
MERGER FUND706,2210 00For
Jackson National702,5460 00For
First Trust489,3730 00For
Investment Managers Series Trust II481,2230 00For
WisdomTree394,9610 00For
Nationwide341,1570 00For
ARBITRAGE FUNDS308,5600 00For
John Hancock296,7980 00For
GMO252,9220 00For
Equitable215,8190 00For
TIAA154,8150 00For
Dunham Funds148,9650 00For
THIRD AVENUE TRUST0141,356 00Against
AIG/SunAmerica133,9760 00For
Cambria ETF Trust126,8060 00For
Northern Trust118,2120 00For
Bridge Builder Trust8,951108,899 00Mixed
BNY Mellon115,9290 00For

Showing the 25 largest of 103 asset managers. See all 103 in the interactive database.

4. Adjourn Meeting

No official matchCORPORATE GOVERNANCE

99% of fund votes cast · no official result

FOR
Details: votes by 5 asset managers

The 5 asset managers below reported 188,467 for, 2,000 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 188,467AGAINST: 2,000
Largest asset managers voting on “Adjourn Meeting” at Comerica Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
JPMorgan127,1520 00For
Empower59,8680 00For
CLEARWATER INVESTMENT TRUST02,000 00Against
NORTHERN LIGHTS FUND TRUST II1,3000 00For
NORTHERN LIGHTS FUND TRUST III1470 00For

5. 2. Proposal to approve, on a non-binding, advisory basis, the merger-related compensation payments that will or may be…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 14 wordings of this item as funds reported it.

57% Approved · of votes cast

FOR 57%AGAINST
FOR: 54,715,121AGAINST: 40,823,085
Details: description as filed, official tally, votes by 496 asset managers

Description as filed by funds: Proposal to approve, on an advisory (non-binding) basis, the merger- related compensation payments that will or may be paid to Comerica's named executive officers in connection with the first merger.

Comerica Incorporated’s own tally for this item (“2. Proposal to approve, on a non-binding, advisory basis, the merger-related compensation payments that will or may be paid to Comerica's named executive officers in connection with the first merger (the "Comerica Compen”): 54,715,121 for, 40,823,085 against — passed, per its Form 8-K filed January 6, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the Comerica Compensation Proposal by the following votes:”
Support: 57% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 105 asset managers voting on “Proposal to approve, on an advisory (non-binding) basis, the merger- related compensation payments that will o” at Comerica Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard11,892,4650 00For
BlackRock9,690,8210 00For
Fidelity36,3725,576,687 00Against
Charles Schwab4,610,4000 00For
Invesco1,666,8800 00For
Dimensional01,505,340 00Against
Capital Group1,318,5940 00For
MERGER FUND706,2210 00For
Jackson National40,938661,608 00Mixed
First Trust0489,373 00Against
Investment Managers Series Trust II481,2230 00For
WisdomTree0394,961 00Against
Nationwide65,071276,086 00Mixed
ARBITRAGE FUNDS308,5600 00For
John Hancock0296,798 00Against
GMO0252,922 00Against
Equitable185,81930,000 00Mixed
TIAA0154,815 00Against
Dunham Funds0148,965 00Against
THIRD AVENUE TRUST0141,356 00Against
AIG/SunAmerica0133,976 00Against
Cambria ETF Trust126,8060 00For
Northern Trust118,2120 00For
Bridge Builder Trust8,951108,899 00Mixed
BNY Mellon0115,929 00Against

Fund voting reports, all 105 managers: 32,007,327 for, 11,192,971 against, 22,727 abstained, 191 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 408 asset managers voting on “Proposal to approve, on an advisory (non-binding) basis, the merger- related compensation payments that will o” at Comerica Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Charles Schwab4,634,4730 00For
BlackRock4,392,260134,858 00For
Fidelity03,969,052 00Against
GEODE CAPITAL MANAGEMENT, LLC02,415,475 00Against
HoldCo Asset Management, LP02,037,358 00Against
OAK RIDGE INVESTMENTS LLC02,000,000 00Against
Pentwater Capital Management LP02,000,000 00Against
Invesco1,750,6330 00For
Goldman Sachs1,529,33122,571 00For
Newton Investment Management North America, LLC01,506,160 00Against
Capital Group1,318,5942,076 00For
Northern Trust1,112,34648,691 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC01,072,386 00Against
AllianceBernstein856,4670 00For
MELLON INVESTMENTS Corp0814,716 00Against
BNY Mellon686,53860,424 00Mixed
Dimensional0708,265 00Against
Magnetar Financial LLC0677,667 00Against
Citadel630,9360 00For
PICTON MAHONEY ASSET MANAGEMENT534,7780 00For
Wellington480,1550 00For
TUDOR INVESTMENT CORP ET AL466,0960 00For
Millennium00 461,9400Abstain
GLAZER CAPITAL, LLC456,8760 00For
Vanguard428,97821,403 00For

Institutional-manager reports, all 408 managers: 24,084,699 for, 25,034,410 against, 500,136 abstained, 16,384 not voted. Showing the 25 largest; see all in the interactive database.

6. Advisory Vote on Golden Parachutes

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

8% Fund and manager reports combined; may count the same shares twice · no official result

AGAINST
Details: votes by 13 asset managers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 5 asset managers voting on “Advisory Vote on Golden Parachutes” at Comerica Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
JPMorgan0127,152 00Against
Empower059,868 00Against
CLEARWATER INVESTMENT TRUST02,000 00Against
NORTHERN LIGHTS FUND TRUST II01,300 00Against
NORTHERN LIGHTS FUND TRUST III0147 00Against

Fund voting reports, all 5 managers: 190,467 against.

Institutional-manager reports: 8 asset managers voting on “Advisory Vote on Golden Parachutes” at Comerica Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
HBK INVESTMENTS L P01,043,539 00Against
Birnam Oak Advisors, LP101,4130 00For
APG Asset Management US Inc.08,617 00Against
Hanson & Doremus Investment Management2,0000 00For
Convergence Investment Partners, LLC2050 00For
BlackRock540 00For
Impact Investors, Inc240 00For
Colony Family Offices, LLC013 00Against

Institutional-manager reports, all 8 managers: 103,696 for, 1,052,169 against.

Not shown here: this season’s fund filings also report 1 item from the meeting of April 29, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest Comerica Incorporated shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 131,412,824 shares outstanding at the time of that meeting.

Fund voting reports: top Comerica Incorporated shareholders by shares voted on “Proposal to approve, on an advisory (non-binding) basis, the merger- related compensation…”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 9.05%
2BlackRock 7.37%
3Fidelity 4.27%
4Charles Schwab 3.51%
5Invesco 1.27%
6Dimensional 1.15%
7Capital Group 1.00%
8MERGER FUND 0.54%
9Jackson National 0.53%
10First Trust 0.37%
Institutional-manager reports: top Comerica Incorporated shareholders by shares voted on “Proposal to approve, on an advisory (non-binding) basis, the merger- related compensation…”, 2025-2026
#Asset manager % of shares outstanding
1Charles Schwab 3.53%
2BlackRock 3.44%
3Fidelity 3.02%
4GEODE CAPITAL MANAGEMENT, LLC 1.84%
5HoldCo Asset Management, LP 1.55%
6OAK RIDGE INVESTMENTS LLC 1.52%
7Pentwater Capital Management LP 1.52%
8Invesco 1.33%
9Goldman Sachs 1.18%
10Newton Investment Management North America, LLC 1.15%

Reported Comerica Incorporated holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

Comerica Incorporated holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
Vanguard Blvd. 11.28% DEF14A
Hudson Yards 11.25% DEF14A
The Vanguard Group 4.03% 13G
Bank of New York Mellon Corp 2.56% 13G
BlackRock, Inc. 2.31% 13G

Percentages above are of 131,412,824 shares outstanding, as reported by Comerica Incorporated on its Form 10-Q dated April 28, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Comerica Incorporated’s 10-Q dated April 28, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At Comerica Incorporated's shareholder meeting held January 6, 2026, in the 2025-2026 proxy season, 507 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,681 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Proposal to approve, on an advisory (non-binding) basis, the merger- related compensation… — Comerica Incorporated's filing reports the proposal as approved, with 57% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Comerica Incorporated's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on January 6, 2026.

Comerica Incorporated proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.