Current Report Filing (8-k)

 

 

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 21, 2015

 

 

 

 

(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)

[phone]

(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))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders

At KeyCorp’s 2015 Annual Meeting of Shareholders held on May 21, 2015, shareholders elected all fourteen 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 withheld from his or her election, as stated below. The shareholders also ratified the appointment of Ernst & Young LLP as KeyCorp’s independent auditor for 2015, approved on an advisory basis KeyCorp’s executive compensation as described in KeyCorp’s 2015 proxy statement, and did not approve a shareholder proposal seeking to separate KeyCorp’s Chairman and Chief Executive Officer roles. The final voting results from the meeting are as follows:

Proposal One—Election of Directors

 

Nominee		For				Withheld				Broker Non-Vote
Bruce D. Broussard			623,223,485				5,913,007				79,794,015
Joseph A. Carrabba			619,798,706				9,337,786				79,794,015
Charles P. Cooley			621,095,974				8,040,491				79,794,015
Alexander M. Cutler			600,756,850				28,379,642				79,794,015
H. James Dallas			623,711,750				5,424,742				79,794,015
Elizabeth R. Gile			624,927,823				4,208,670				79,794,015
Ruth Ann M. Gillis			624,303,542				4,832,950				79,794,015
William G. Gisel, Jr.			621,197,706				7,938,786				79,794,015
Richard J. Hipple			618,700,770				10,435,722				79,794,015
Kristen L. Manos			624,790,571				4,345,921				79,794,015
Beth E. Mooney			601,972,131				27,164,361				79,794,015
Demos Parneros			621,136,020				8,000,472				79,794,015
Barbara R. Snyder			621,171,604				7,964,888				79,794,015
David K. Wilson			625,125,298				4,011,194				79,794,015

Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2015

 

For		Against		Abstain		Broker Non-Vote
696,132,910		10,665,405		2,132,192		0

Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation

 

For		Against		Abstain		Broker Non-Vote
601,080,941		24,294,554		3,760,996		79,794,015

Proposal Four—Shareholder Proposal Seeking to Separate the Chairman and Chief Executive Officer Roles

 

For		Against		Abstain		Broker Non-Vote
148,557,886		477,832,264		2,746,341		79,794,015

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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.

 

				KeyCorp
Date: May 22, 2015
				/s/ Paul N. Harris
				By:		Paul N. Harris
						Secretary and General Counsel