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 17, 2012
(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:
| ¨ | 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
KeyCorp held its 2012 Annual Meeting of Shareholders on May 17, 2011. At the meeting, shareholders elected all fourteen of the directors nominated by the 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 our independent auditors for 2012, and approved, on an advisory basis, KeyCorp’s 2012 executive compensation described in the proxy statement as well as a shareholder proposal. The following describes the final voting results from the meeting.
Issue One – Election of Directors
| Name |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Edward P. Campbell |
703,601,230 | 24,740,809 | 91,093,340 | |||||||||
| Joseph A. Carrabba |
703,149,658 | 25,192,381 | 91,093,340 | |||||||||
| Charles P. Cooley |
720,220,513 | 8,121,526 | 91,093,340 | |||||||||
| Alexander M. Cutler |
637,401,955 | 90,940,083 | 91,093,340 | |||||||||
| H. James Dallas |
718,775,520 | 9,566,519 | 91,093,340 | |||||||||
| Elizabeth R. Gile |
720,528,858 | 7,813,181 | 91,093,340 | |||||||||
| Ruth Ann M. Gillis |
718,221,766 | 10,120,273 | 91,093,340 | |||||||||
| William G. Gisel, Jr. |
720,498,130 | 7,843,909 | 91,093,340 | |||||||||
| Richard J. Hipple |
704,137,770 | 24,204,269 | 91,093,340 | |||||||||
| Kristen L. Manos |
720,383,951 | 7,958,088 | 91,093,340 | |||||||||
| Beth E. Mooney |
683,071,062 | 45,270,977 | 91,093,340 | |||||||||
| Bill R. Sanford |
706,364,275 | 21,977,764 | 91,093,340 | |||||||||
| Barbara R. Snyder |
720,221,866 | 8,120,172 | 91,093,340 | |||||||||
| Thomas C. Stevens |
707,713,143 | 20,628,895 | 91,093,340 | |||||||||
Issue Two – Ratification of Ernst & Young LLP as independent auditors for 2012
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 792,117,369 |
26,289,467 | 1,028,542 | 0 |
Issue Three – Advisory Approval of KeyCorp’s Executive Compensation Program
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 696,576,601 |
29,109,867 | 2,655,570 | 91,093,340 |
Issue Four – Shareholder Proposal Requesting the Establishment of a Policy Requiring that the Chairman be an Independent Director
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 389,063,993 |
334,094,638 | 5,168,265 | 91,093,340 |
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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 18, 2012 |
By: | /s/ Paul N. Harris | ||
| Paul N. Harris Secretary and General Counsel | ||||
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