KEYCORP /NEW/ Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E) OH false 0000091576 --12-31 0000091576 2021-05-13 2021-05-13 0000091576 us-gaap:CommonStockMember 2021-05-13 2021-05-13 0000091576 us-gaap:SeriesEPreferredStockMember 2021-05-13 2021-05-13 0000091576 us-gaap:SeriesFPreferredStockMember 2021-05-13 2021-05-13 0000091576 us-gaap:SeriesGPreferredStockMember 2021-05-13 2021-05-13

 

 

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 13, 2021

 

 

KeyCorp

 

 

LOGO

(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

(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

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As noted in Item 5.07 below, at KeyCorp’s 2021 Annual Meeting of Shareholders held on May 13, 2021, shareholders voted to amend Article I, Section 3 of KeyCorp’s Third Amended and Restated Regulations (the “Regulations”) to change the threshold to call a special shareholder meeting from 25% to 15%. This amendment to the Regulations was effective immediately upon approval by shareholder vote on May 13, 2021. A copy of the amendment to KeyCorp’s Third Amended and Restated Regulations is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At KeyCorp’s 2021 Annual Meeting of Shareholders held on May 13, 2021, 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 auditor for 2021, approved on an advisory basis KeyCorp’s executive compensation as described in KeyCorp’s 2021 proxy statement, approved KeyCorp’s Second Amended and Restated Discounted Stock Purchase Plan as described in KeyCorp’s 2021 proxy statement, and approved a management proposal to reduce the ownership threshold to call a special shareholder meeting to 15% as described in KeyCorp’s 2021 proxy statement. The final voting results from the meeting are as follows:

Proposal One—Election of Directors

 

NOMINEE

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

Bruce D. Broussard

  764,492,950   7,092,202   882,331   69,651,914

Alexander M. Cutler

  651,705,116   119,887,724   874,644   69,651,914

H. James Dallas

  745,206,861   26,363,628   896,994   69,651,914

Elizabeth R. Gile

  755,616,729   16,061,186   789,568   69,651,914

Ruth Ann M. Gillis

  763,219,569   8,450,470   797,445   69,651,914

Christopher M. Gorman

  727,130,924   42,653,171   2,683,389   69,651,914

Robin N. Hayes

  768,561,712   3,074,933   825,972   69,651,914

Carlton L. Highsmith

  765,239,323   6,398,178   829,982   69,651,914

Richard J. Hipple

  763,279,115   8,299,391   888,978   69,651,914

Devina A. Rankin

  768,713,378   2,912,073   842,033   69,651,914

Barbara R. Snyder

  751,560,871   20,130,500   776,113   69,651,914

Todd J. Vasos

  766,380,751   5,217,717   869,015   69,651,914

David K. Wilson

  768,382,431   3,212,912   872,140   69,651,914

Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2021

 

FOR

  

AGAINST

 

ABSTAIN

723,905,712    117,366,179   847,507

Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER
NON-VOTE

720,739,680    49,808,427    1,919,377    69,651,914

Proposal Four—Approval of KeyCorp’s Second Amended and Restated Discounted Stock Purchase Plan

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER
NON-VOTE

763,581,057    7,406,269    1,480,158    69,651,914

Proposal Five—Proposal to Reduce Ownership Threshold to Call Special Shareholder Meeting

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER
NON-VOTE

764,066,416    6,834,253    1,566,814    69,651,914

 

Item 9.01

Financial Statements and Exhibits.

 

3.1    First Amendment to Third Amended and Restated Regulations, effective May 13, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 14, 2021      
    By:  

/s/ Carrie A. Benedict

    Name:   Carrie A. Benedict
    Title:     Assistant Secretary

Exhibit 3.1

FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED

REGULATIONS

OF

KEYCORP

This First Amendment to the Third Amended and Restated Regulations (the “Regulations”) of KeyCorp, an Ohio corporation, hereby amends the Regulations in the following respects:

Article I, Section 3 (Special Meetings) is hereby amended by deleting the section in its entirety and replacing it with the following:

Section 3.    Special Meetings. Subject to the rights of the holders of any class or series of preferred stock of the Corporation, special meetings of the shareholders for any purpose or purposes may be called only by (i) the Chairperson of the Board, (ii) the President, or, in the case of the President’s absence, death, or disability, the vice president authorized to exercise the authority of the President, (iii) the Board of Directors by action at a meeting or a majority of the Board of Directors acting without a meeting, or (iv) the persons holding 15% of all shares outstanding and entitled to vote at the special meeting.

Except as specifically amended herein, the Regulations shall remain the same and in full force and effect.

Adopted by the shareholders of KeyCorp on May 13, 2021.