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 18, 2017
(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) 689-3000
(Registrants 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)) |
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 KeyCorps 2017 Annual Meeting of Shareholders (the Annual Meeting) held on May 18, 2017, shareholders elected all sixteen 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 from his or her election, as stated below. The shareholders also ratified the appointment of Ernst & Young LLP as KeyCorps independent auditor for 2017, approved on an advisory basis KeyCorps executive compensation as described in KeyCorps 2017 proxy statement, approved on an advisory basis an annual vote as the frequency of the shareholder vote on executive compensation, and did not approve a shareholder proposal seeking an independent Board Chairman. The final voting results from the meeting are as follows:
Proposal OneElection of Directors
NOMINEE |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
||||||||||||
Austin A. Adams |
849,738,092 | 4,284,679 | 1,616,012 | 109,991,356 | ||||||||||||
Bruce D. Broussard |
849,206,525 | 4,844,639 | 1,587,619 | 109,991,356 | ||||||||||||
Charles P. Cooley |
850,373,961 | 3,683,789 | 1,581,033 | 109,991,356 | ||||||||||||
Gary M. Crosby |
849,897,378 | 4,140,502 | 1,600,903 | 109,991,356 | ||||||||||||
Alexander M. Cutler |
822,744,957 | 31,349,868 | 1,543,958 | 109,991,356 | ||||||||||||
H. James Dallas |
843,591,565 | 10,510,546 | 1,536,672 | 109,991,356 | ||||||||||||
Elizabeth R. Gile |
850,405,432 | 3,747,896 | 1,485,454 | 109,991,356 | ||||||||||||
Ruth Ann M. Gillis |
850,145,005 | 4,003,741 | 1,490,036 | 109,991,356 | ||||||||||||
William G. Gisel, Jr. |
849,230,118 | 4,749,811 | 1,658,854 | 109,991,356 | ||||||||||||
Carlton L. Highsmith |
850,076,056 | 3,985,328 | 1,577,398 | 109,991,356 | ||||||||||||
Richard J. Hipple |
829,537,727 | 24,518,758 | 1,582,298 | 109,991,356 | ||||||||||||
Kristen L. Manos |
850,227,810 | 3,842,510 | 1,568,463 | 109,991,356 | ||||||||||||
Beth E. Mooney |
825,650,734 | 21,995,125 | 7,991,373 | 109,991,356 | ||||||||||||
Demos Parneros |
849,820,996 | 4,062,842 | 1,754,944 | 109,991,356 | ||||||||||||
Barbara R. Snyder |
849,157,885 | 5,031,092 | 1,448,343 | 109,991,356 | ||||||||||||
David K. Wilson |
850,286,206 | 3,703,221 | 1,649,355 | 109,991,356 |
Proposal TwoRatification of the Appointment of Ernst & Young LLP as KeyCorps Independent Auditors for 2017
FOR |
AGAINST | ABSTAIN | BROKER NON-VOTE | |||
947,160,277 |
17,025,175 | 1,444,686 | |
Proposal ThreeAdvisory Approval of KeyCorps Executive Compensation
FOR |
AGAINST | ABSTAIN | BROKER NON-VOTE | |||
813,866,024 |
38,284,121 | 3,488,638 | 109,991,356 |
Proposal FourAdvisory Approval of the Frequency of the Shareholder Vote on KeyCorps Executive Compensation
ANNUAL |
2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTE | ||||
758,745,484 |
2,681,348 | 92,076,974 | 2,134,976 | 109,991,356 |
Proposal FiveShareholder Proposal Seeking an Independent Board Chairman
FOR |
AGAINST | ABSTAIN | BROKER NON-VOTE | |||
205,820,392 |
646,341,586 | 3,468,695 | 109,999,466 |
As shown above, KeyCorps shareholders recommended, in a non-binding advisory vote, that we hold a non-binding advisory vote on the compensation of our named executive officers, as disclosed in the proxy statement, on an annual basis. Accordingly, in light of this recommendation and other factors considered by the Board of Directors (the Board), the Board has determined that KeyCorp will hold a non-binding advisory vote on the compensation of the named executive officers as disclosed in the proxy statement on an annual basis until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of KeyCorp.
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 thereunto duly authorized.
KeyCorp | ||||||
Date: May 19, 2017 | ||||||
/s/ Paul N. Harris | ||||||
By: | Paul N. Harris | |||||
Secretary and General Counsel |