SEC Form 8-K filed by KeyCorp

 

 

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): May 9, 2024

 

KeyCorp

 

(Exact name of registrant as specified in charter)

 

001-11302

(Commission File Number)

 

Ohio		34-6542451
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

127 Public Square

Cleveland, Ohio 44114-1306

(Address of principal executive offices and zip code)

(216) 689-6300

(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 Shares, $1 par value		KEY		New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)		KEY PrI		New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)		KEY PrJ		New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)		KEY PrK		New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H)		KEY PrL		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07

Submission of Matters to a Vote of Security Holders.

At the 2024 Annual Meeting of Shareholders of KeyCorp held on May 9, 2024 (the “Annual Meeting”), shareholders elected all thirteen of the directors nominated by the KeyCorp Board of Directors. Each director received a greater number of votes cast for his or her election than votes against his or her election, as stated below. The shareholders also ratified the appointment of Ernst & Young LLP as KeyCorp’s independent auditors for the 2024 fiscal year, approved on an advisory basis KeyCorp’s executive compensation (as described in KeyCorp’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 22, 2024), and rejected a shareholder proposal seeking to separate the offices of Chairman and Chief Executive Officer and the appointment of an independent chairperson.

The final voting results from the Annual Meeting are as follows, rounded down to the nearest whole share:

Proposal One—Election of Directors

 

NOMINEE		FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
Alexander M. Cutler			644,971,851				50,543,375				2,221,405				101,264,881
H. James Dallas			666,619,330				29,345,683				1,771,617				101,264,881
Elizabeth R. Gile			667,524,147				28,549,574				1,662,909				101,264,881
Ruth Ann M. Gillis			671,709,396				24,366,935				1,660,300				101,264,881
Christopher M. Gorman			652,380,745				43,500,545				1,855,340				101,264,881
Robin N. Hayes			691,071,268				4,805,761				1,859,601				101,264,881
Carlton L. Highsmith			682,886,199				13,009,530				1,840,265				101,264,881
Richard J. Hipple			663,946,779				31,941,557				1,848,158				101,264,881
Devina A. Rankin			691,035,796				4,913,555				1,787,279				101,264,881
Barbara R. Snyder			655,799,406				40,183,330				1,753,894				101,264,881
Richard J. Tobin			686,401,512				9,457,791				1,877,327				101,264,881
Todd J. Vasos			686,605,649				9,194,176				1,936,806				101,264,881
David K. Wilson			691,331,088				4,543,858				1,861,684				101,264,881

Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2024

 

FOR		AGAINST		ABSTAIN
767,644,410		29,940,101		1,417,000

Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
623,850,782		68,847,852		5,037,996		101,264,881

Proposal Four—Shareholder Proposal Seeking an Independent Board Chairperson

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
175,521,957		519,822,260		2,392,413		101,264,881

SIGNATURE

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

 

						KEYCORP
Date: May 10, 2024
						/s/ Andrea R. McCarthy
						Name: Andrea R. McCarthy
						Title: Assistant Secretary