Comerica shareholders have overwhelmingly approved the bank’s $10.9bn all-stock sale to Fifth Third Bancorp, brushing aside opposition from activist hedge fund HoldCo Asset Management, which had urged investors to reject the transaction, according to a report by Reuters.
The report cites unnamed people familiar with the matter as revealing that at a special meeting on Tuesday, around 97% of Comerica shareholders voted in favour of the deal, with just over 2% voting against. The merger, first announced in October, is expected to close in the first quarter of 2026 and will create the ninth-largest US bank, with combined assets of approximately $290bn.
HoldCo, which had previously pressed Comerica to explore strategic alternatives, ultimately turned against the sale, arguing the board rushed into the transaction to avoid a proxy contest and protect senior management rather than maximise shareholder value. Despite its campaign, investors largely ignored the hedge fund’s objections.
The activist’s role was nevertheless seen as instrumental in triggering the deal process. Proxy advisory firm Institutional Shareholder Services (ISS) last month credited HoldCo’s activism with catalysing Comerica’s decision to consider a sale, while ultimately recommending shareholders approve the transaction, citing the double-digit premium and Fifth Third’s stronger balance sheet.
Fifth Third shareholders also voted in favour of issuing new shares to fund the acquisition, clearing another key hurdle for the transaction. Regulatory approval from the Office of the Comptroller of the Currency has already been secured, with additional approvals still required.
HoldCo has also taken its fight to the courts, filing a lawsuit in Delaware against both banks in an effort to block the deal.
