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