Fifth Third-Comerica deal easily wins shareholder approval

Core Viewpoint - Fifth Third Bancorp and Comerica received near-unanimous shareholder approval for their proposed $10.9 billion merger, despite opposition from an activist investor [1][2][11] Shareholder Approval - Approximately 99.7% of Fifth Third shareholders and 97% of Comerica shareholders voted in favor of the merger, which Fifth Third CEO Tim Spence described as "an important milestone" [2] - The merger is expected to create a $288 billion-asset institution with operations across the Midwest, Texas, and a growing presence in the Southeast [4] Regulatory Approvals - The Office of the Comptroller of the Currency approved the merger last month, and the Texas Department of Banking granted approval on January 2 [3] - The banks are still awaiting approval from the Federal Reserve Board, with Spence expressing confidence in closing the acquisition by the first quarter of 2026 [2][11] Legal Challenges - HoldCo Asset Management, an activist investor, is suing to stop the merger, claiming the sales process was flawed and that Comerica did not adequately negotiate with potential buyers [7][8] - The lawsuit follows HoldCo's pressure on Comerica to pursue a sale, and the activist investor is seeking to use discovery materials to support its claims [8][14] Market Reaction - Following the announcement of the merger, Fifth Third's stock increased by over 12%, while Comerica's stock rose by more than 30% [9] Advisory Firm Recommendations - Proxy advisory firms Institutional Shareholder Services and Glass Lewis recommended shareholder approval, stating the deal makes strategic and financial sense [4][15] - Both firms acknowledged HoldCo's role in urging Comerica to explore a sale and influencing the release of additional disclosures about the merger [15][16]