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 12, 2022
(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 | ||
| 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 5.07 | Submission of Matters to a Vote of Security Holders. |
At KeyCorp’s 2022 Annual Meeting of Shareholders held on May 12, 2022, 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 2022 and approved on an advisory basis KeyCorp’s executive compensation as described in KeyCorp’s 2022 proxy statement. The final voting results from the 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 |
686,809,598 | 57,201,160 | 4,449,865 | 66,898,126 | ||||
| H. James Dallas |
704,245,034 | 43,431,716 | 783,870 | 66,898,126 | ||||
| Elizabeth R. Gile |
716,314,025 | 31,324,789 | 821,807 | 66,898,126 | ||||
| Ruth Ann M. Gillis |
713,721,473 | 34,036,276 | 702,874 | 66,898,126 | ||||
| Christopher M. Gorman |
690,859,864 | 51,763,098 | 5,837,606 | 66,898,126 | ||||
| Robin N. Hayes |
677,825,463 | 69,816,528 | 818,631 | 66,898,126 | ||||
| Carlton L. Highsmith |
737,154,210 | 10,450,114 | 856,298 | 66,898,126 | ||||
| Richard J. Hipple |
731,627,745 | 15,970,680 | 862,144 | 66,898,126 | ||||
| Devina A. Rankin |
743,106,772 | 4,554,607 | 799,244 | 66,898,126 | ||||
| Barbara R. Snyder |
676,458,232 | 71,338,242 | 664,149 | 66,898,126 | ||||
| Richard L. Tobin |
743,288,667 | 4,193,880 | 978,021 | 66,898,126 | ||||
| Todd J. Vasos |
743,198,685 | 4,242,638 | 1,019,300 | 66,898,126 | ||||
| David K. Wilson |
745,118,114 | 2,499,718 | 842,790 | 66,898,126 |
Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2022
| FOR | AGAINST | ABSTAIN | ||||
| 776,965,353 |
37,732,533 | 660,861 |
Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
|||||
| 693,925,282 | 52,252,795 | 2,281,817 | 66,898,126 |
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 13, 2022 | ||||||||
| By: | /s/ Carrie A. Benedict |
|||||||
| Name: Carrie A. Benedict | ||||||||
| Title: Assistant Secretary | ||||||||