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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 2026-01-06 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 7Reported items
  • 512Asset managers
  • 1,695Fund votes
  • 2026-01-06Meeting date

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 2026-01-06 (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 2026-01-06
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Proposal 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 ---- Majority: yes
Proposal 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 ---- Majority: yes
Proposal 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 91,018,3945,133,993404,826 ---- Majority: yes

Source: Comerica Incorporated, Form 8-K, filed with the SEC on 2026-01-06 — read the filing on EDGAR.

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

Each item below shows how the 512 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. 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.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2026-01-06.

Combines 14 wordings of this item as funds reported it.

57% Majority: yes · of votes cast

FOR 57%AGAINST 43%
FOR: 54,715,121AGAINST: 40,823,085

Comerica Incorporated’s own tally for this item (“Proposal 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 "Comeri”): 54,715,121 for, 40,823,085 against, per its Form 8-K filed 2026-01-06 (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. Of all 131,412,824 outstanding shares: 42% for, 31% against (73% of the company cast a for/against vote).

The 496 asset managers below cast 61% of the shares they voted on this item FOR (56,037,770 for, 36,227,381 against).

FOR 60%AGAINST 39%
FOR: 56,037,770 (60.3%)AGAINST: 36,227,381 (39.0%)ABSTAIN: 522,806 (0.6%)VOTE FOR ALL EVENTS AND PROPOSALS: 54,256 (0.1%)NOT VOTED: 16,482 (0.0%)NO VOTE: 93 (0.0%)
Largest 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
BlackRock14,083,081134,858 00For
Vanguard12,321,44321,403 00For
Fidelity36,3729,545,739 00Against
Charles Schwab9,244,8730 00For
Invesco3,417,5130 00For
Capital Group2,637,1882,076 00For
GEODE CAPITAL MANAGEMENT, LLC02,415,475 00Against
Dimensional02,213,605 00Against
HoldCo Asset Management, LP02,037,358 00Against
OAK RIDGE INVESTMENTS LLC02,000,000 00Against
Pentwater Capital Management LP02,000,000 00Against
Goldman Sachs1,539,20922,571 00For
Newton Investment Management North America, LLC01,506,160 00Against
Northern Trust1,230,55848,691 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC01,072,386 00Against
BNY Mellon686,538176,353 00For
AllianceBernstein856,4670 00For
MELLON INVESTMENTS Corp0814,716 00Against
MERGER FUND706,2210 00For
Jackson National40,938661,608 00Against
Magnetar Financial LLC0677,667 00Against
Citadel630,9360 00For
First Trust4,181541,768 00Against
PICTON MAHONEY ASSET MANAGEMENT534,7780 00For
John Hancock0515,450 00Against

Showing the 25 largest of 496 asset managers. See all 496 in the interactive database.

2. 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.

EXTRAORDINARY TRANSACTIONSMajority of the votes cast: yes

Meeting held 2026-01-06.

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 93,651,601AGAINST: 2,795,960

Comerica Incorporated’s own tally for this item (“Proposal 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 ”): 93,651,601 for, 2,795,960 against, per its Form 8-K filed 2026-01-06 (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. Of all 131,412,824 outstanding shares: 71% for, 2% against (73% of the company cast a for/against vote).

The 104 asset managers below cast 99.6% of the shares they voted on this item FOR (43,018,439 for, 155,354 against).

FOR 99.6%
FOR: 43,018,439 (99.6%)AGAINST: 155,354 (0.4%)ABSTAIN: 1,086 (0.0%)NOT VOTED: 97 (0.0%)
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.

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 adopt the Comerica merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided.

CORPORATE GOVERNANCEMajority of the votes cast: yes

Meeting held 2026-01-06.

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

Comerica Incorporated’s own tally for this item (“Proposal 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”): 91,018,394 for, 5,133,993 against, per its Form 8-K filed 2026-01-06 (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. Of all 131,412,824 outstanding shares: 69% for, 4% against (73% of the company cast a for/against vote).

The 103 asset managers below cast 99.2% of the shares they voted on this item FOR (42,809,031 for, 336,985 against).

FOR 99.1%
FOR: 42,809,031 (99.2%)AGAINST: 336,985 (0.8%)ABSTAIN: 22,727 (0.1%)NOT VOTED: 97 (0.0%)
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 00Against
BNY Mellon115,9290 00For

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

4. Advisory Vote on Golden Parachutes

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2026-01-06.

8% fund support · no official result

8%AGAINST 92%

The 13 asset managers below cast 8% of the shares they voted on this item FOR (103,696 for, 1,242,636 against).

FOR: 103,696 (7.7%)AGAINST: 1,242,636 (92.3%)
Largest asset managers voting on “Advisory Vote on Golden Parachutes” at Comerica Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
HBK INVESTMENTS L P01,043,539 00Against
JPMorgan0127,152 00Against
Birnam Oak Advisors, LP101,4130 00For
Empower059,868 00Against
APG Asset Management US Inc.08,617 00Against
CLEARWATER INVESTMENT TRUST02,000 00Against
Hanson & Doremus Investment Management2,0000 00For
NORTHERN LIGHTS FUND TRUST II01,300 00Against
Convergence Investment Partners, LLC2050 00For
NORTHERN LIGHTS FUND TRUST III0147 00Against
BlackRock540 00For
Impact Investors, Inc240 00For
Colony Family Offices, LLC013 00Against

5. Adjourn Meeting

CORPORATE GOVERNANCE

Meeting held 2026-01-06.

99% fund support · no official result

FOR 99%

The 5 asset managers below cast 99% of the shares they voted on this item FOR (188,467 for, 2,000 against).

FOR: 188,467 (98.9%)AGAINST: 2,000 (1.1%)
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

6. Approve Merger Agreement

EXTRAORDINARY TRANSACTIONS

Meeting held 2026-01-06.

100% fund support · no official result

FOR 100%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (190,467 for, 0 against).

FOR: 190,467 (100.0%)
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

7. Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-04-29 (outside the 2025-2026 season's 1 July to 30 June window; reported in this season's filings).

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 88,946,131AGAINST: 7,442,578

Comerica Incorporated’s own tally for this item (“Proposal 3 The nonbinding, advisory proposal approving executive compensation was approved.”): 88,946,131 for, 7,442,578 against, per its Form 8-K (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. Of all 131,412,824 outstanding shares: 68% for, 6% against (73% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (2,341 for, 0 against).

FOR 100%
FOR: 2,341 (100.0%)
Largest asset managers voting on “Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation” at Comerica Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
GLENMEDE FUND INC2,1320 00For
NORRIS PERNE & FRENCH LLP/MI2090 00For

Largest Comerica Incorporated shareholders voting in 2025-2026

Ranked by the number of Comerica Incorporated shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 131,412,824 shares outstanding at the time of that meeting.

Top Comerica Incorporated shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 10.82%
2Vanguard 9.39%
3Fidelity 7.29%
4Charles Schwab 7.04%
5Invesco 2.60%
6Capital Group 2.01%
7GEODE CAPITAL MANAGEMENT, LLC 1.84%
8Dimensional 1.68%
9HoldCo Asset Management, LP 1.55%
10OAK RIDGE INVESTMENTS LLC 1.52%

Reported Comerica Incorporated ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Comerica Incorporated beneficial owners on record 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 2025-04-28 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2025-04-28. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Comerica Incorporated's shareholder meeting held 2026-01-06, in the 2025-2026 proxy season, 512 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,695 separate fund positions. Their filings are grouped here into 7 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… — FOR was 57% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Comerica Incorporated's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2026-01-06.

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