Current Report Filing (8-k)
May 22 2015 - 3:06PM
Edgar (US Regulatory)
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)
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OHIO |
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34-6542451 |
(State or other jurisdiction
of incorporation) |
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(I.R.S. Employer
Identification No.) |
127 Public Square
Cleveland, Ohio 44114-1306
(Address of principal executive offices and zip code)
(216) 689-3000
(Registrants 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 |
At KeyCorps 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 KeyCorps independent auditor for 2015, approved on an advisory basis KeyCorps executive compensation as described in
KeyCorps 2015 proxy statement, and did not approve a shareholder proposal seeking to separate KeyCorps Chairman and Chief Executive Officer roles. The final voting results from the meeting are as follows:
Proposal OneElection of Directors
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Nominee |
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For |
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Withheld |
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Broker Non-Vote |
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Bruce D. Broussard |
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623,223,485 |
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5,913,007 |
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79,794,015 |
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Joseph A. Carrabba |
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619,798,706 |
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9,337,786 |
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79,794,015 |
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Charles P. Cooley |
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621,095,974 |
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8,040,491 |
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79,794,015 |
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Alexander M. Cutler |
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600,756,850 |
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28,379,642 |
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79,794,015 |
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H. James Dallas |
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623,711,750 |
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5,424,742 |
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79,794,015 |
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Elizabeth R. Gile |
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624,927,823 |
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4,208,670 |
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79,794,015 |
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Ruth Ann M. Gillis |
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624,303,542 |
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4,832,950 |
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79,794,015 |
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William G. Gisel, Jr. |
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621,197,706 |
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7,938,786 |
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79,794,015 |
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Richard J. Hipple |
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618,700,770 |
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10,435,722 |
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79,794,015 |
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Kristen L. Manos |
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624,790,571 |
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4,345,921 |
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79,794,015 |
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Beth E. Mooney |
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601,972,131 |
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27,164,361 |
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79,794,015 |
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Demos Parneros |
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621,136,020 |
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8,000,472 |
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79,794,015 |
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Barbara R. Snyder |
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621,171,604 |
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7,964,888 |
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79,794,015 |
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David K. Wilson |
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625,125,298 |
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4,011,194 |
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79,794,015 |
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Proposal TwoRatification of the Appointment of Ernst & Young LLP as KeyCorps Independent Auditors for
2015
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For |
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Against |
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Abstain |
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Broker Non-Vote |
696,132,910 |
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10,665,405 |
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2,132,192 |
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0 |
Proposal ThreeAdvisory Approval of KeyCorps Executive Compensation
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For |
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Against |
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Abstain |
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Broker Non-Vote |
601,080,941 |
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24,294,554 |
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3,760,996 |
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79,794,015 |
Proposal FourShareholder Proposal Seeking to Separate the Chairman and Chief Executive Officer Roles
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For |
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Against |
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Abstain |
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Broker Non-Vote |
148,557,886 |
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477,832,264 |
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2,746,341 |
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79,794,015 |
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.
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KeyCorp |
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Date: May 22, 2015 |
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/s/ Paul N. Harris |
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By: |
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Paul N. Harris |
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Secretary and General Counsel |
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