8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2019

COMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware ------------	1-10706 ----------	38-1998421 ---------------
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Comerica Bank Tower

1717 Main Street, MC 6404

Dallas, Texas 75201

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(Address of principal executive offices) (zip code)

(214) 462-6831

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(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $5 par value	CMA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company         [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         [ ]

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Ralph W. Babb, Jr. has announced that he plans to retire on or around December 31, 2019, at which time he will resign from his role as Executive Chairman and as a director of Comerica Incorporated (“Comerica”) and Comerica Bank. Simultaneous with Mr. Babb’s retirement on or around December 31, 2019, the Board of Comerica has determined to reduce the size of the Comerica Board to 11 directors.

Curtis C. Farmer, President and Chief Executive Officer, will succeed Mr. Babb and will assume the additional title of Chairman of Comerica and Comerica Bank, effective on or around January 1, 2020.

Mr. Farmer, 57, was appointed Chief Executive Officer of Comerica and Comerica Bank in April 2019 and President of Comerica and Comerica Bank in April 2015. He became a member of the Comerica Board of Directors in July 2018. Before that, he served as Vice Chairman (April 2011 to April 2015) and Executive Vice President (October 2008 to April 2011) of Comerica and Comerica Bank. Prior to joining Comerica, Mr. Farmer served as Executive Vice President and Wealth Management Director of Wachovia Corporation from October 2005 to October 2008. During his 23 years of service to Wachovia, he held a variety of positions of increasing scope and responsibility.

ITEM 7.01 REGULATION FD DISCLOSURE.

On November 5, 2019, Comerica issued a press release regarding the retirement of Mr. Babb and the appointment of Mr. Farmer to the additional position of Chairman. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Items 7.01 and 9.01 of this report (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Press Release dated November 5, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMERICA INCORPORATED

By:    /s/ John D. Buchanan

Name:    John D. Buchanan

Title:    Executive Vice President - Chief Legal Officer

Date: November 5, 2019

EX-99.1

Ralph W. Babb Jr. to Retire;

Curtis C. Farmer to be Named Comerica Chairman

DALLAS / November 5, 2019 - Comerica Incorporated today announced that Ralph W. Babb Jr., Executive Chairman, Comerica Incorporated and Comerica Bank, will retire on December 31, 2019. Babb will be succeeded by Curtis C. Farmer, President and Chief Executive Officer (CEO), Comerica Incorporated and Comerica Bank, who will assume the additional title of Chairman, effective January 1, 2020.

“I am so grateful for Ralph’s mentorship through the years and look forward to serving Comerica as the President, CEO and Chairman of the Board," said Farmer. "Ralph leaves a remarkable legacy. He navigated Comerica through times of great prosperity and during challenging economic cycles with transparency, stewardship and integrity. His leadership and approach to business will be ingrained in Comerica’s culture for years to come.”

“It is fitting that during Comerica’s 170^th year in business, we name a new leader who has Curt’s vision, strong management style and relationship-based approach to banking,” said Babb. “Curt’s character, ability to be innovative and strong decision-making skills, are what is needed as Comerica begins a new era. I’m confident that under Curt’s direction and influence Comerica will continue to raise the expectations of what a bank can be.”

Babb Background

Babb has had a distinguished 41-year career in financial services. He joined Comerica in 1995 as Executive Vice President and Chief Financial Officer. He was named a Vice Chairman in 1999. He was named President and CEO in January 2002, completed his service as CFO in April of that year and added the title of Chairman in October 2002. He completed his service as President on April 29, 2015, and his service as CEO on April 23, 2019.

Babb serves as a board member of the Southwestern Medical Foundation and is an advisory board member for the SMU Cary M. Maguire Center for Ethics and Public Responsibility.

Farmer Background

Farmer was named Comerica’s CEO in April 2019, responsible for the Business Bank, Retail Bank, Wealth Management, Credit, Marketing, Technology and Operations, and to the company’s Board of Directors in July 2018.

“Curt promotes an environment of collaboration at Comerica and leads with integrity. Community involvement, diversity and inclusion, and nurturing our customer relationships are all values by which our team operates, and Curt embraces these critical principles and keeps them at the forefront of our business strategy,” said Babb

Farmer joined Comerica as Executive Vice President of Wealth Management in 2008, from Wachovia Bank, where he spent 23 years, most recently serving as Executive Vice President and Wealth Management Director. He was named Vice Chairman of Comerica's Retail Bank and Wealth Management divisions in 2011, and was named President, Comerica Incorporated and Comerica Bank in 2015, adding the Business

Bank to his areas of responsibility. In 2018, Farmer’s responsibilities expanded to include Technology and Operations. In 2019, his responsibilities expanded again to include Credit.

Farmer holds a bachelor's degree from Wake Forest University, where he also earned his master’s degree in business administration. Active in the community, Farmer's board affiliations include Wake Forest University and the Circle 10 Council of the Boys Scouts of America, where he currently serves as President.

About Comerica

Comerica Incorporated (NYSE: CMA) is a financial services company headquartered in Dallas, Texas, and strategically aligned by three business segments: The Business Bank, The Retail Bank, and Wealth Management. Comerica focuses on relationships, and helping people and businesses be successful. In addition to Texas, Comerica Bank locations can be found in Arizona, California, Florida and Michigan, with select businesses operating in several other states, as well as in Canada and Mexico. Comerica reported total assets of $73 billion at September 30, 2019, and celebrated its 170^th anniversary in August 2019.

MEDIA CONTACT: Wendy Bridges, (214) 462-4443	INVESTOR CONTACTS: Darlene Persons, (214) 462-6831
	Chelsea Smith, (214) 462-6834