0000028412-16-000194.txt : 20160225 0000028412-16-000194.hdr.sgml : 20160225 20160225171544 ACCESSION NUMBER: 0000028412-16-000194 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160223 FILED AS OF DATE: 20160225 DATE AS OF CHANGE: 20160225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMERICA INC /NEW/ CENTRAL INDEX KEY: 0000028412 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000006021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1717 MAIN STREET MC6404 STREET 2: ATTN: DARLENE PERSONS CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-462-6831 MAIL ADDRESS: STREET 1: 1717 MAIN STREET MC6404 STREET 2: ATTN: DARLENE PERSONS CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: DETROITBANK CORP DATE OF NAME CHANGE: 19850311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RITCHIE MICHAEL T CENTRAL INDEX KEY: 0001575198 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10706 FILM NUMBER: 161456912 MAIL ADDRESS: STREET 1: 411 WEST LAFAYETTE, MC-3247 CITY: DETROIT STATE: MI ZIP: 48226 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-02-23 0000028412 COMERICA INC /NEW/ CMA 0001575198 RITCHIE MICHAEL T 411 WEST LAFAYETTE, MC-3247 DETROIT MI 48226 0 1 0 0 Executive Vice President Common Stock 2016-02-23 4 A 0 810 0 A 20959 D Employee Stock Option (right to buy) 58.98 2008-01-23 2017-01-23 Common Stock 4000 4000 D Employee Stock Option (right to buy) 39.10 2012-01-25 2021-01-25 Common Stock 10800 10800 D Employee Stock Option (right to buy) 29.60 2013-01-24 2022-01-24 Common Stock 8000 8000 D Employee Stock Option (right to buy) 33.79 2014-01-22 2023-01-22 Common Stock 2000 2000 D Employee Stock Option (right to buy) 49.51 2015-01-21 2024-01-21 Common Stock 2592 2592 D Employee Stock Option (right to buy) 42.32 2016-01-27 2025-01-27 Common Stock 3060 3060 D Employee Stock Option (right to buy) 32.97 2017-01-26 2026-01-26 Common Stock 4265 4265 D On January 22, 2013, a "target" award of 5,400 performance restricted stock units (PRSUs) was granted to the reporting person pursuant to Comerica Incorporated's long-term incentive plan. The PRSUs are settled in stock, with accrued dividend equivalents paid out annually in cash, and vest in one installment at the end of a 3-year performance period. If, during any year in such performance period, Comerica falls below the Tier 1 Capital Threshold defined by the Federal Reserve for well capitalized banks, 15% of the target award will be forfeited, with a maximum reduction of 45%. Previously, Comerica's Governance, Compensation and Nominating Committee certified that performance was achieved for the 2013 and 2014 fiscal years. On February 23, 2016 the Committee certified that performance was achieved for the 2015 fiscal year. The number of PRSUs reported in this Form 4 represents the additional portion of the award that is not subject to reduction due to the achievement of the 2015 performance results. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of February 23, 2016. The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column. EXHIBIT 24 -- POWER OF ATTORNEY FOR MICHAEL T. RITCHIE /s/ Jennifer S. Perry on behalf of Michael T. Ritchie through Power of Attorney 2016-02-25 EX-24 2 attach_1.txt EXHIBIT 24 -- POWER OF ATTORNEY FOR MICHAEL T. RITCHIE POWER OF ATTORNEY Michael T. Ritchie Know all by these presents, that the undersigned hereby constitutes and appoints each of John D. Buchanan, Nicole V. Gersch, Jennifer S. Perry and Owen M. Scheurich, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 with respect to the securities of Comerica Incorporated (the "Company") beneficially owned by the undersigned in accordance with Rule 144 under the Securities Act of 1933 (the "Securities Act"); (2) execute for and on behalf of the undersigned, documents necessary to facilitate the filing of Forms 3, 4 and 5 and Form 144; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney -in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and all purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys -in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's respons- ibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act. The termination of any attorney-in-fact's employment by the Company, however caused, shall operate as a termination of his or her powers and authorities hereunder, but shall not affect the powers and authorities herein granted to any other party. This Power of Attorney shall remain in full force and effect until six months from the date the undersigned is terminated or removed, or resigns or retires from the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact at the then current mailing address of the Corporate Legal Department of Comerica Incorporated. All Powers of Attorney previously granted in connection with the foregoing matters hereby are canceled and revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed and made effective as of the 29th day of January, 2016. /s/ Michael T. Ritchie Michael T. Ritchie