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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.
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: 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
Explore Comerica Incorporated in the interactive database Compare manager voting policies
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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting 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") | 93,651,601 | 2,795,960 | 109,652 | -- | -- | 97% | Approved | a 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") | 54,715,121 | 40,823,085 | 1,019,007 | -- | -- | 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 | 91,018,394 | 5,133,993 | 404,826 | -- | -- | 95% | Not verified | — |
Source: Comerica Incorporated, Form 8-K, filed with the SEC on January 6, 2026 — read the filing on EDGAR.
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.
Combines 3 wordings of this item as funds reported it.
97% Approved · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 11,892,465 | 0 | 0 | 0 | For |
| BlackRock | 9,690,821 | 0 | 0 | 0 | For |
| Fidelity | 5,613,059 | 0 | 0 | 0 | For |
| Charles Schwab | 4,610,400 | 0 | 0 | 0 | For |
| Invesco | 1,666,880 | 0 | 0 | 0 | For |
| Dimensional | 1,505,340 | 0 | 0 | 0 | For |
| Capital Group | 1,318,594 | 0 | 0 | 0 | For |
| MERGER FUND | 706,221 | 0 | 0 | 0 | For |
| Jackson National | 702,546 | 0 | 0 | 0 | For |
| First Trust | 489,373 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 481,223 | 0 | 0 | 0 | For |
| WisdomTree | 394,961 | 0 | 0 | 0 | For |
| Nationwide | 341,157 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 308,560 | 0 | 0 | 0 | For |
| John Hancock | 296,798 | 0 | 0 | 0 | For |
| GMO | 252,922 | 0 | 0 | 0 | For |
| Equitable | 215,819 | 0 | 0 | 0 | For |
| TIAA | 154,815 | 0 | 0 | 0 | For |
| Dunham Funds | 148,965 | 0 | 0 | 0 | For |
| THIRD AVENUE TRUST | 0 | 141,356 | 0 | 0 | Against |
| AIG/SunAmerica | 133,976 | 0 | 0 | 0 | For |
| Cambria ETF Trust | 126,806 | 0 | 0 | 0 | For |
| Northern Trust | 118,212 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 117,850 | 0 | 0 | 0 | For |
| BNY Mellon | 115,929 | 0 | 0 | 0 | For |
Showing the 25 largest of 104 asset managers. See all 104 in the interactive database.
100% of fund votes cast · no official result
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 127,152 | 0 | 0 | 0 | For |
| Empower | 59,868 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 2,000 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 1,300 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST III | 147 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 11,892,465 | 0 | 0 | 0 | For |
| BlackRock | 9,690,821 | 0 | 0 | 0 | For |
| Fidelity | 5,613,059 | 0 | 0 | 0 | For |
| Charles Schwab | 4,610,400 | 0 | 0 | 0 | For |
| Invesco | 1,666,880 | 0 | 0 | 0 | For |
| Dimensional | 1,505,340 | 0 | 0 | 0 | For |
| Capital Group | 1,318,594 | 0 | 0 | 0 | For |
| MERGER FUND | 706,221 | 0 | 0 | 0 | For |
| Jackson National | 702,546 | 0 | 0 | 0 | For |
| First Trust | 489,373 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 481,223 | 0 | 0 | 0 | For |
| WisdomTree | 394,961 | 0 | 0 | 0 | For |
| Nationwide | 341,157 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 308,560 | 0 | 0 | 0 | For |
| John Hancock | 296,798 | 0 | 0 | 0 | For |
| GMO | 252,922 | 0 | 0 | 0 | For |
| Equitable | 215,819 | 0 | 0 | 0 | For |
| TIAA | 154,815 | 0 | 0 | 0 | For |
| Dunham Funds | 148,965 | 0 | 0 | 0 | For |
| THIRD AVENUE TRUST | 0 | 141,356 | 0 | 0 | Against |
| AIG/SunAmerica | 133,976 | 0 | 0 | 0 | For |
| Cambria ETF Trust | 126,806 | 0 | 0 | 0 | For |
| Northern Trust | 118,212 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 8,951 | 108,899 | 0 | 0 | Mixed |
| BNY Mellon | 115,929 | 0 | 0 | 0 | For |
Showing the 25 largest of 103 asset managers. See all 103 in the interactive database.
99% of fund votes cast · no official result
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 127,152 | 0 | 0 | 0 | For |
| Empower | 59,868 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 0 | 2,000 | 0 | 0 | Against |
| NORTHERN LIGHTS FUND TRUST II | 1,300 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST III | 147 | 0 | 0 | 0 | For |
Combines 14 wordings of this item as funds reported it.
57% Approved · of votes cast
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 11,892,465 | 0 | 0 | 0 | For |
| BlackRock | 9,690,821 | 0 | 0 | 0 | For |
| Fidelity | 36,372 | 5,576,687 | 0 | 0 | Against |
| Charles Schwab | 4,610,400 | 0 | 0 | 0 | For |
| Invesco | 1,666,880 | 0 | 0 | 0 | For |
| Dimensional | 0 | 1,505,340 | 0 | 0 | Against |
| Capital Group | 1,318,594 | 0 | 0 | 0 | For |
| MERGER FUND | 706,221 | 0 | 0 | 0 | For |
| Jackson National | 40,938 | 661,608 | 0 | 0 | Mixed |
| First Trust | 0 | 489,373 | 0 | 0 | Against |
| Investment Managers Series Trust II | 481,223 | 0 | 0 | 0 | For |
| WisdomTree | 0 | 394,961 | 0 | 0 | Against |
| Nationwide | 65,071 | 276,086 | 0 | 0 | Mixed |
| ARBITRAGE FUNDS | 308,560 | 0 | 0 | 0 | For |
| John Hancock | 0 | 296,798 | 0 | 0 | Against |
| GMO | 0 | 252,922 | 0 | 0 | Against |
| Equitable | 185,819 | 30,000 | 0 | 0 | Mixed |
| TIAA | 0 | 154,815 | 0 | 0 | Against |
| Dunham Funds | 0 | 148,965 | 0 | 0 | Against |
| THIRD AVENUE TRUST | 0 | 141,356 | 0 | 0 | Against |
| AIG/SunAmerica | 0 | 133,976 | 0 | 0 | Against |
| Cambria ETF Trust | 126,806 | 0 | 0 | 0 | For |
| Northern Trust | 118,212 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 8,951 | 108,899 | 0 | 0 | Mixed |
| BNY Mellon | 0 | 115,929 | 0 | 0 | Against |
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 4,634,473 | 0 | 0 | 0 | For |
| BlackRock | 4,392,260 | 134,858 | 0 | 0 | For |
| Fidelity | 0 | 3,969,052 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 2,415,475 | 0 | 0 | Against |
| HoldCo Asset Management, LP | 0 | 2,037,358 | 0 | 0 | Against |
| OAK RIDGE INVESTMENTS LLC | 0 | 2,000,000 | 0 | 0 | Against |
| Pentwater Capital Management LP | 0 | 2,000,000 | 0 | 0 | Against |
| Invesco | 1,750,633 | 0 | 0 | 0 | For |
| Goldman Sachs | 1,529,331 | 22,571 | 0 | 0 | For |
| Newton Investment Management North America, LLC | 0 | 1,506,160 | 0 | 0 | Against |
| Capital Group | 1,318,594 | 2,076 | 0 | 0 | For |
| Northern Trust | 1,112,346 | 48,691 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 1,072,386 | 0 | 0 | Against |
| AllianceBernstein | 856,467 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 0 | 814,716 | 0 | 0 | Against |
| BNY Mellon | 686,538 | 60,424 | 0 | 0 | Mixed |
| Dimensional | 0 | 708,265 | 0 | 0 | Against |
| Magnetar Financial LLC | 0 | 677,667 | 0 | 0 | Against |
| Citadel | 630,936 | 0 | 0 | 0 | For |
| PICTON MAHONEY ASSET MANAGEMENT | 534,778 | 0 | 0 | 0 | For |
| Wellington | 480,155 | 0 | 0 | 0 | For |
| TUDOR INVESTMENT CORP ET AL | 466,096 | 0 | 0 | 0 | For |
| Millennium | 0 | 0 | 461,940 | 0 | Abstain |
| GLAZER CAPITAL, LLC | 456,876 | 0 | 0 | 0 | For |
| Vanguard | 428,978 | 21,403 | 0 | 0 | For |
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.
8% Fund and manager reports combined; may count the same shares twice · no official result
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 0 | 127,152 | 0 | 0 | Against |
| Empower | 0 | 59,868 | 0 | 0 | Against |
| CLEARWATER INVESTMENT TRUST | 0 | 2,000 | 0 | 0 | Against |
| NORTHERN LIGHTS FUND TRUST II | 0 | 1,300 | 0 | 0 | Against |
| NORTHERN LIGHTS FUND TRUST III | 0 | 147 | 0 | 0 | Against |
Fund voting reports, all 5 managers: 190,467 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| HBK INVESTMENTS L P | 0 | 1,043,539 | 0 | 0 | Against |
| Birnam Oak Advisors, LP | 101,413 | 0 | 0 | 0 | For |
| APG Asset Management US Inc. | 0 | 8,617 | 0 | 0 | Against |
| Hanson & Doremus Investment Management | 2,000 | 0 | 0 | 0 | For |
| Convergence Investment Partners, LLC | 205 | 0 | 0 | 0 | For |
| BlackRock | 54 | 0 | 0 | 0 | For |
| Impact Investors, Inc | 24 | 0 | 0 | 0 | For |
| Colony Family Offices, LLC | 0 | 13 | 0 | 0 | Against |
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.
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.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 9.05% |
| 2 | BlackRock | 7.37% |
| 3 | Fidelity | 4.27% |
| 4 | Charles Schwab | 3.51% |
| 5 | Invesco | 1.27% |
| 6 | Dimensional | 1.15% |
| 7 | Capital Group | 1.00% |
| 8 | MERGER FUND | 0.54% |
| 9 | Jackson National | 0.53% |
| 10 | First Trust | 0.37% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Charles Schwab | 3.53% |
| 2 | BlackRock | 3.44% |
| 3 | Fidelity | 3.02% |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 1.84% |
| 5 | HoldCo Asset Management, LP | 1.55% |
| 6 | OAK RIDGE INVESTMENTS LLC | 1.52% |
| 7 | Pentwater Capital Management LP | 1.52% |
| 8 | Invesco | 1.33% |
| 9 | Goldman Sachs | 1.18% |
| 10 | Newton Investment Management North America, LLC | 1.15% |
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.
| 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.
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).
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