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): June 8,
2017
(Exact Name of Registrant as Specified in Charter)
001-11302
(Commission
File Number)
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OHIO
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34-6542451
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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127 Public Square
Cleveland, Ohio 44114-1306
(Address of principal executive offices and zip code)
(216) 689-3000
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On June 6, 2017, the KeyCorp Board of Directors (the “Board”) appointed Christopher M. Gorman, formerly Merger Integration Executive, as Vice
Chairman and President of Banking responsible for overseeing the Key Corporate Bank and Key Community Bank segments.
From 2016 to 2017, Mr. Gorman,
age 56, served as Merger Integration Executive responsible for leading the integration efforts related to KeyCorp’s merger with First Niagara Financial Group, Inc. Prior to that, Mr. Gorman was the President of Key Corporate Bank from 2010
to 2016.
In addition, the Board appointed Donald R. Kimble as Vice Chairman. Mr. Kimble will also continue his current role as Chief Financial
Officer.
A copy of the press release announcing the officer appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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99.1
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Press release dated June 8, 2017
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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.
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KeyCorp
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Date: June 8, 2017
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/s/ Paul N. Harris
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By: Paul N. Harris
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Secretary and General
Counsel
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Exhibit 99.1
KEYCORP NAMES CHRISTOPHER M. GORMAN AND
DONALD R. KIMBLE VICE CHAIRMEN
Gorman Named Vice Chairman and President of Banking; Kimble Named
Vice Chairman and Chief Financial Officer
CLEVELAND, June 8, 2017 – KeyCorp (NYSE: KEY) today announced that it has named Christopher M. Gorman and Donald R. Kimble as Vice Chairmen. In
making the appointments, Beth Mooney, KeyCorp Chairman and CEO, cited KeyCorp’s continued focus on its commitments to core growth in its businesses as well as delivering on the financial commitments of its acquisition of First Niagara Financial
Group.
In the new roles, Gorman will serve as Vice Chairman and President of Banking and Kimble will serve as Vice Chairman and Chief Financial Officer.
Both will continue to report directly to Mooney.
“Through the First Niagara acquisition, KeyBank has become one of the largest banks in the
country,” said Mooney. “But the acquisition was not only about becoming a bigger bank. Even more important, it was about becoming a better bank. Chris and Don have been instrumental in getting us to this point. As Vice Chairmen, they will
partner and be uniquely positioned to ensure our continued forward momentum.”
Gorman will assume a new position as Vice Chairman as well as
President of Banking. In this role, Gorman will leverage his nearly 34 years of experience in the financial services sector (including 26 with Key) to profitably grow KeyBank’s businesses. E.J. Burke and Dennis Devine, co-Presidents of Key
Community Bank, and Angela Mago and Randy Paine, co-Heads of Key Corporate Bank, will report to Gorman and work closely with him to accelerate KeyBank’s positive momentum while enhancing the client experience.
In the new role, Kimble will continue to lead KeyCorp’s Finance organization as Chief Financial Officer, with responsibility for accounting, tax,
treasury, planning and forecasting, investor relations, corporate real estate and line of business finance. In making today’s announcement, Mooney cited Kimble’s sharp focus on maximizing return for shareholders while making effective,
prudent investments to enhance Key’s growth and performance.
Biographical Information
Christopher M. Gorman
Chris Gorman most recently served
as Merger Integration Executive, KeyCorp and was responsible for leading KeyCorp’s integration of First Niagara Financial Group, a $40B financial institution with 400 branches throughout the northeastern U.S.
Previously, Gorman served as the President of Key Corporate Bank, which includes KeyBank Real Estate Capital, Enterprise Commercial Payments, Key Equipment
Finance and KeyBanc Capital Markets. Prior to that, Gorman led KeyBanc Capital Markets. He also held key leadership roles at McDonald Investments, a registered broker-dealer acquired by KeyCorp in 1998.
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Gorman has been a member of KeyCorp’s Executive Leadership Team, and President of the KeyBank Foundation
Board of Trustees since 2010. Additionally, he serves as Chairman of KeyCorp’s Corporate Responsibility Council. Gorman received a Bachelor’s Degree in Finance from Miami University.
Donald R. Kimble
Don Kimble joined KeyCorp as Chief
Financial Officer on June 3, 2013 and is a member of the Executive Leadership Team and Executive Council at Key. He oversees accounting, tax, treasury, planning and forecasting, facilities, investor relations and line of business finance.
Prior to joining Key, Kimble was Senior Executive Vice President and Chief Financial Officer of Huntington Bancshares Incorporated, headquartered in Columbus,
Ohio. His responsibilities included financial forecasting and planning, treasury and balance sheet management, accounting, tax, investor relations, business segment financial support, strategic planning and merger and acquisitions.
Prior to joining Huntington, Kimble served in various Chief Financial Officer capacities at AmSouth Bancorporation (now part of Regions Financial) and Bank
One Corporation. Kimble holds a bachelor’s degree in Accounting from Ohio State University.
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About KeyCorp
KeyCorp’s roots trace back 190 years
to Albany, New York. Headquartered in Cleveland, Ohio, Key is one of the nation’s largest bank-based financial services companies, with assets of approximately $134.5 billion at March 31, 2017.
Key provides deposit, lending, cash management, insurance, and investment services to individuals and businesses in 15 states under the name KeyBank National
Association through a network of more than 1,200 branches and more than 1,500 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and
equity, syndications, and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank is Member FDIC.
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Note to
Editors:
For up-to-date company information, media contacts and facts and figures about Key lines of business, visit our Media Newsroom at Key.com/newsroom.
For more information contact:
Investor Relations: Vernon
Patterson, 216.689.0520, vernon_patterson@keybank.com
Investor Relations: Kelly Dillon, 216.689.3133, kelly_l_dillon@keybank.com
Media: Jack Sparks, 720.904.4554, jack_sparks@keybank.com
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