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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 19, 2011
(KEY CORP 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) 689-6300
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.07 Submission of Matters to a Vote of Security Holders
KeyCorp held its 2011 Annual Meeting of Shareholders on May 19, 2011, at One Cleveland Center, Cleveland, Ohio. Beth E. Mooney, Chairman of the Board and Chief Executive Officer, presided. The following describes the final voting results from the meeting.
At the meeting, shareholders elected all thirteen of the directors nominated by the Board of Directors and ratified the appointment of Ernst & Young LLP as our independent auditors for 2011. Each director received a greater number of votes cast “for” his or her election than votes cast against his or her election as stated below. The shareholders also approved the 2011 KeyCorp Annual Performance Plan. The Board of Directors’ proposal to reduce shareholder voting percentage requirements contained in our Regulations to the statutory norms under the Ohio Revised Code was also approved by the shareholders. Shareholders advisory votes relating to executive compensation approved KeyCorp’s Executive Compensation and an annual advisory vote on executive compensation consistent with the Board of Directors’ recommendation.
Issue One — Election of Directors
Our shareholders elected thirteen individuals to our Board of Directors as set forth below.
                         
Name   Votes For   Abstentions   Broker Non-Votes
Edward P. Campbell
    616,303,328       70,961,102       76,984,041  
Joseph A. Carrabba
    655,280,684       31,983,746       76,984,041  
Dr. Carol A. Cartwright
    646,518,831       40,745,599       76,984,041  
Alexander M. Cutler
    612,863,719       74,400,711       76,984,041  
H. James Dallas
    675,192,803       12,071,627       76,984,041  
Elizabeth R. Gile
    675,919,155       11,345,275       76,984,041  
Ruth Ann M. Gillis
    675,266,440       11,997,990       76,984,041  
Kristen L. Manos
    675,800,734       11,463,696       76,984,041  
Beth E. Mooney
    658,181,525       29,082,905       76,984,041  
Bill R. Sanford
    665,278,748       21,985,682       76,984,041  
Barbara R. Snyder
    675,665,070       11,599,360       76,984,041  
Edward W. Stack
    675,554,310       11,710,120       76,984,041  
Thomas C. Stevens
    666,453,042       20,806,701       76,984,041  
Issue Two — Approval of the KeyCorp 2011 Annual Performance Plan
Our shareholders approved the KeyCorp 2011 Annual Performance Plan as set forth below.
                         
Votes For   Votes Against   Abstentions   Broker Non-Votes
642,870,521
    39,244,993       5,148,916       76,984,041  

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Issue Three — Amendment to Regulations to Remove all Shareholder Voting Requirements Greater than Statutory Norm
This issue requires receipt of the affirmative vote of the holders of the common stock, par value $1.00 (“Common Shares”), entitling them to exercise 75% of the voting power of such shares, unless such amendment is recommended by two-thirds of the authorized Board of Directors, in which case the requisite vote is a majority of the voting power of KeyCorp. Because at least two-thirds of the entire authorized Board of Directors has recommended this proposed amendment, the affirmative vote of the holders of our Common Shares entitling them to exercise a majority of the voting power of KeyCorp is required to adopt this amendment to the Regulations. The requisite number of votes was received from the common shareholders, and accordingly this issue was approved.
                         
Votes For   Votes Against   Abstentions   Broker Non-Votes
744,834,352
    13,337,362       6,076,708       0  
 
Issue Four — Ratification of Ernst & Young LLP as independent auditors for 2011
 
Votes For   Votes Against   Abstentions   Broker Non-Votes
741,396,572
    17,946,798       4,905,100       0  
 
Issue Five — Advisory Approval of KeyCorp’s Executive Compensation Program
 
Votes For   Votes Against   Abstentions   Broker Non-Votes
590,960,801
    90,641,764       5,661,864       76,984,041  
Issue Six — Advisory Vote on Frequency of Shareholder Vote on Approval of KeyCorp’s Executive Compensation
                                 
    Every Two   Every Three            
Annually   Years   Years   Abstentions   Broker Non-Votes
618,106,891
    2,169,634       61,013,935       5,876,401       76,984,041  

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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
(Registrant)
 
 
Date: May 20, 2011  /s/ Steven N. Bulloch    
  By: Steven N. Bulloch
Assistant Secretary 
 
 

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