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

OHIO		34-6542451
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

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

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

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.