ITEM 5.02                DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;

ELECTION OF DIRECTORS;


                         APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY

ARRANGEMENTS OF CERTAIN


                         OFFICERS.


As previously reported, T. Kevin DeNicola's term as a director ended on April
26, 2022. On that same date, the Board of Directors of Comerica Incorporated
determined to reduce the size of the Board to eleven directors.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Comerica held its 2022 Annual Meeting of Shareholders on April 26, 2022. Matters voted upon by shareholders at that meeting were:

(i) the election of eleven directors;

(ii) the ratification of the appointment of Ernst & Young LLP as independent


                  registered public accounting firm for the fiscal year

ending December 31, 2022;


                  and
                  the approval of a non-binding, advisory proposal

approving executive

(iii) compensation.




The final number of votes cast for, against or withheld (if applicable), as well
as the number of abstentions and broker non-votes, with respect to each matter
is set forth below.

Proposal 1

The director nominees listed below each received a majority of the votes cast
that were present in person or represented by proxy at the Annual Meeting and
entitled to vote on the proposal, and such individuals were each elected to
serve as a director with a one-year term expiring in 2023.  The results were as
follows:

Director Nominees                   For              Against          Abstained       Broker Non-Vote
Michael E. Collins              98,865,644          654,290          390,458          12,351,526
Roger A. Cregg                  95,681,975        3,827,728          400,689          12,351,526
Curtis C. Farmer                94,010,621        5,499,135          400,636          12,351,526
Nancy Flores                    99,303,146          230,726          376,520          12,351,526
Jacqueline P. Kane              92,643,392        6,675,215          591,786          12,351,526
Richard G. Lindner              95,814,076        3,690,233          406,083          12,351,526
Barbara R. Smith                98,709,919          820,372          380,101          12,351,526
Robert S. Taubman               96,153,258        3,371,540          385,594          12,351,526
Reginald M. Turner, Jr.         96,377,288        3,137,440          395,664          12,351,526
Nina G. Vaca                    96,455,065        3,071,810          383,517          12,351,526
Michael G. Van de Ven           98,727,695          789,244          393,453          12,351,526



Proposal 2

The proposal to ratify the appointment of Ernst & Young LLP as the independent
registered public accounting firm for the fiscal year ending December 31, 2022
was approved.  The results were as follows:

       For                  Against               Abstained          Broker Non-Vote
 105,853,377           6,030,900              377,641                               0



Proposal 3

The nonbinding, advisory proposal approving executive compensation was approved. The results were as follows:



       For                  Against               Abstained              Broker Non-Vote
  96,019,281           3,371,255              519,856                 12,351,526

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                 ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.



  (d) Exhibits

104 The cover page from Comerica's Current Report on Form 8-K, formatted in Inline XBRL

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