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 20, 2010
(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 2010 Annual Meeting of Shareholders on May 20, 2010, at One Cleveland Center, Cleveland, Ohio. Henry L. Meyer, Chairman of the Board and Chief Executive Officer, presided. At the meeting, shareholders elected all eleven of the directors nominated by the Board of Directors and ratified the appointment of Ernst & Young LLP as our independent auditors for 2010. 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 2010 KeyCorp Equity Compensation Plan. The management proposal to amend the Articles and Regulations to conform the voting rights of the Series B Preferred Stock issued to the United States Department of the Treasury (the “U.S. Treasury”) with the standard terms mandated by the U.S. Treasury under the Troubled Assets Relief Program, Capital Purchase Program, failed because the requisite number of votes for approval were not received from the Series A Preferred Stock holders.
Issue One — Election of Directors
Our shareholders elected eleven individuals to our Board of Directors as set forth below.
                         
Name   Votes For   Abstentions   Broker Non-Votes
William G. Bares
    556,563,771       128,341,118       73,572,760  
Joseph A. Carrabba
    564,117,850       120,787,042       73,572,760  
Dr. Carol A. Cartwright
    534,036,064       150,868,827       73,572,760  
Alexander M. Cutler
    540,507,282       144,397,609       73,572,760  
Elizabeth R. Gile
    589,604,233       95,300,658       73,572,760  
Ruth Ann M. Gillis
    589,788,485       95,116,406       73,572,760  
Kristen L. Manos
    589,190,227       95,714,665       73,572,760  
Eduardo R. Menascé
    557,508,018       127,396,873       73,572,760  
Henry L. Meyer III
    546,431,788       138,473,103       73,572,760  
Edward W. Stack
    589,434,942       95,469,950       73,572,760  
Thomas C. Stevens
    558,084,759       126,820,133       73,572,760  
Issue Two — Approval of the 2010 KeyCorp Equity Compensation Plan
Our shareholders approved the 2010 KeyCorp Equity Compensation Plan as set forth below.
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
 
598,224,443
  83,212,476   3,450,047   73,590,685

2


 

Issue Three — Amendment to Articles and Regulations Concerning the Voting Rights of the Series B Preferred Stock
This issue requires receipt of (i) the affirmative vote of the holders of the Common Shares entitling them to exercise a majority of the voting power of such shares, (ii) the affirmative vote of the holders of the Series A Preferred Stock of KeyCorp entitling them to exercise two-thirds of the voting power of such shares, and (iii) the affirmative vote of the holder of the Series B Preferred Stock entitling it to exercise two-thirds of the voting power of such shares. Although the requisite number of votes was received from the common shareholders and the Series B Preferred Stock holder, less than two-thirds of the voting power of the Series A Preferred Stock voted to approve this issue, and accordingly it failed.
                                 
Class   Votes For   Votes Against   Abstentions   Broker Non-Votes
 
Common Shares
    662,924,866       17,279,494       4,729,483       73,590,685  
Series A Preferred Stock
    1,084,218       388,767       1,589        
Series B Preferred Stock
    25,000                    
Issue Four — Ratification of Ernst & Young LLP as independent auditors for 2010
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
 
739,289,034
  17,661,613   1,509,079   17,925
Issue Five — Advisory Approval of KeyCorp Executive Compensation Program
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
 
322,682,561   418,099,427   17,693,063   2,600

3


 

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 24, 2010   By:  /s/ Daniel R. Stolzer  
      Daniel R. Stolzer   
      Vice President, Deputy General Counsel
and Assistant Secretary 
 
 

4