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 16, 2013
(Exact Name of Registrant as Specified in Charter)
001-11302
(Commission
File Number)
| OHIO | 34-6542451 | |
| (State or other jurisdiction of incorporation) |
(State or other jurisdiction of incorporation) |
127 Public Square
Cleveland, Ohio 44114-1306
(Address of principal executive offices and zip code)
(216) 689-3000
(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 2013 Annual Meeting of Shareholders on May 16, 2013. At the meeting, shareholders elected all twelve 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 2013, approved on an advisory basis KeyCorp’s executive compensation as described in KeyCorp’s 2013 proxy statement, and approved KeyCorp’s 2013 Equity Compensation Plan as described in KeyCorp’s 2013 proxy statement. The final voting results from the meeting are as follows:
Proposal One—Election of Directors
| NOMINEE |
FOR | WITHHELD | BROKER NON-VOTE |
|||||||||
| Edward P. Campbell |
640,383,059 | 46,329,418 | 94,798,840 | |||||||||
| Joseph A. Carrabba |
638,256,854 | 48,455,623 | 94,798,840 | |||||||||
| Charles P. Cooley |
653,841,478 | 32,870,999 | 94,798,840 | |||||||||
| Alexander M. Cutler |
580,318,811 | 106,393,666 | 94,798,840 | |||||||||
| H. James Dallas |
647,678,405 | 39,034,072 | 94,798,840 | |||||||||
| Elizabeth R. Gile |
654,453,551 | 32,258,926 | 94,798,840 | |||||||||
| Ruth Ann M. Gillis |
647,930,253 | 38,782,008 | 94,798,840 | |||||||||
| William G. Gisel, Jr. |
649,412,960 | 37,299,301 | 94,798,840 | |||||||||
| Richard J. Hipple |
642,508,733 | 44,203,528 | 94,798,840 | |||||||||
| Kristen L. Manos |
654,703,238 | 32,009,023 | 94,798,840 | |||||||||
| Beth E. Mooney |
645,456,242 | 41,256,019 | 94,798,840 | |||||||||
| Barbara R. Snyder |
651,767,310 | 34,944,951 | 94,798,840 | |||||||||
Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2013
| FOR |
AGAINST |
ABSTAIN |
BROKER | |||
| 757,566,954 |
20,318,206 | 3,626,157 | 0 |
Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation
| FOR |
AGAINST |
ABSTAIN |
BROKER | |||
| 655,868,903 |
25,879,354 | 4,964,220 | 94,798,840 |
Proposal Four—Approval of KeyCorp’s 2013 Equity Compensation Plan
| FOR |
AGAINST |
ABSTAIN |
BROKER | |||
| 521,040,968 |
160,925,203 | 4,746,306 | 94,798,840 |
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 17, 2013 | ||||||
| /s/ Paul N. Harris | ||||||
| By: | Paul N. Harris | |||||
| Secretary and General Counsel | ||||||