COMERICA INC — Board/Management Information 2005

Jan 27, 2005

8-K 1 k91322e8vk.htm CURRENT REPORT, DATED JANUARY 24, 2005 e8vk PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): January 24, 2005

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 Tower at Detroit Center 500 Woodward Avenue, MC 3391 Detroit, Michigan 48226

(Address of principal executive offices) (zip code)

(248) 371-5000

(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:

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

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

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

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

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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
Amended and Restated Bylaws of Comerica Incorporated
Press Release dated January 25, 2005

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link1 "ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS"

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On January 24, 2005, the Board of Directors of Comerica Incorporated appointed Reginald M. Turner, Jr. to serve on its Board of Directors. On January 25, 2005, Comerica Incorporated issued a press release regarding Mr. Turner’s appointment. A copy of the press release is attached hereto as Exhibit 99.1. link1 "ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR"

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

Effective January 25, 2005, the Board of Directors of Comerica Incorporated amended and restated its bylaws to delete references to the Executive Committee that were found in Article V of the bylaws and to update the annual meeting date and time in Article II of the bylaws. The Executive Committee had not convened in many years and was terminated by the Board of Directors on November 23, 2004. Prior to the amendment, Article V of the bylaws discussed ex officio members of the Executive Committee and described powers of the Executive Committee to delegate duties to officers. A copy of the Amended and Restated Bylaws of Comerica Incorporated is attached hereto as Exhibit 3. link1 "ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS"

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits
3	Amended and Restated Bylaws of Comerica Incorporated
99.1	Press Release dated January 25, 2005

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link1 "SIGNATURES"

SIGNATURES

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.

| By: | /s/ Jon W.
Bilstrom |
| --- | --- |
| Name: | Jon W. Bilstrom |
| Title: | Executive Vice President-Governance, Regulatory
Relations and Legal Affairs, and Secretary |
| Date: January 25, 2005 | |

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link1 "EXHIBIT INDEX"

EXHIBIT INDEX

Exhibit No.	Description
3	Amended and Restated Bylaws of Comerica Incorporated
99.1	Press Release dated January 25, 2005