Keycorp /New/ 8-K, filed May 12, 2023
Keycorp /New/ (KEY)
About this 8-K
Keycorp /New/ filed this 8-K on May 12, 2023, reporting on events of May 11, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors (the “Board” or “Board of Directors”) of KeyCorp (“KeyCorp” or the “Company”) previously approved, subject to shareholder approval, the KeyCorp Amended and Restated 2019 Equity Compensation Plan (the “A&R Plan”). As described below under Item 5.07, KeyCorp shareholders approved the A&R Plan at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 11, 2023. The A&R Plan became effective upon shareholder approval and, among other things, increased the number of common shares authorized for issuance under the A&R Plan by 40,000,000 common shares, extended the term of the A&R Plan by approximately four years (until May 10, 2033) and imposed an annual limit on the equity and cash compensation of non-employee directors.
A description of the material terms of the A&R Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2023 (the “Proxy Statement”). The foregoing description of the A&R Plan is qualified in its entirety by reference to the full text of the A&R Plan, a copy of which is included as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, held on May 11, 2023, shareholders elected all thirteen 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 against his or her election, as stated below. The shareholders also ratified the appointment of Ernst & Young LLP as KeyCorp’s independent auditor for the 2023 fiscal year, approved on an advisory basis KeyCorp’s executive compensation as described in the Proxy Statement, approved on an advisory basis an annual frequency for KeyCorp’s shareholder advisory vote on executive compensation, approved the A&R Plan, and rejected a shareholder proposal seeking to separate the offices of Chairman and Chief Executive Officer.
The final voting results from the meeting are as follows, rounded down to the nearest whole share:
Proposal One—Election of Directors
| NOMINEE |
FOR |
AGAINST |
ABSTAIN |
BROKER | ||||
| Alexander M. Cutler |
657,318,121 | 65,058,762 | 1,013,877 | 89,159,417 | ||||
| H. James Dallas |
682,992,141 | 39,398,687 | 1,001,240 | 89,159,417 | ||||
| Elizabeth R. Gile |
685,771,626 | 36,707,668 | 912,773 | 89,159,417 | ||||
| Ruth Ann M. Gillis |
695,104,863 | 27,398,641 | 888,563 | 89,159,417 | ||||
| Christopher M. Gorman |
673,692,820 | 46,397,102 | 3,302,145 | 89,159,417 | ||||
| Robin N. Hayes |
717,935,430 | 4,452,204 | 1,004,433 | 89,159,417 | ||||
| Carlton L. Highsmith |
705,995,314 | 16,398,683 | 998,071 | 89,159,417 | ||||
| Richard J. Hipple |
688,397,410 | 33,991,443 | 1,003,215 | 89,159,417 | ||||
| Devina A. Rankin |
716,449,579 | 6,055,476 | 887,012 | 89,159,417 | ||||
| Barbara R. Snyder |
676,431,849 | 46,073,322 | 886,895 | 89,159,417 | ||||
| Richard L. Tobin |
713,558,537 | 8,873,568 | 959,962 | 89,159,417 | ||||
| Todd J. Vasos |
713,556,846 | 8,868,992 | 966,229 | 89,159,417 | ||||
| David K. Wilson |
718,315,484 | 4,205,897 | 870,686 | 89,159,417 |
Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditor for 2023
| FOR |
AGAINST |
ABSTAIN | ||
| 781,494,076 | 30,209,123 | 848,286 |
Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation
| FOR |
AGAINST |
ABSTAIN |
BROKER | |||
| 674,432,282 | 46,879,231 | 2,080,553 | 89,159,417 |
Proposal Four—Advisory Approval of the Frequency of the Shareholder Advisory Vote on KeyCorp’s Executive Compensation
| ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTE | ||||
| 704,393,992 | 1,846,792 | 15,675,564 | 1,475,720 | 89,159,417 |
Proposal Five—Approval of the KeyCorp Amended and Restated 2019 Equity Compensation Plan
| FOR |
AGAINST |
ABSTAIN |
BROKER | |||
| 655,104,284 | 66,059,456 | 2,228,327 | 89,159,417 |
Proposal Six—Shareholder Proposal Seeking an Independent Board Chairperson
| FOR |
AGAINST |
ABSTAIN |
BROKER | |||
| 260,226,191 | 461,344,073 | 1,821,804 | 89,159,417 |
As shown above, KeyCorp’s shareholders recommended, in a non-binding advisory vote, that KeyCorp hold a non-binding advisory vote on the compensation of KeyCorp’s named executive officers, as disclosed in the proxy statement, on an annual basis. Accordingly, in light of this recommendation and other factors considered by the Board, the Board has determined that KeyCorp will hold a non-binding advisory vote on the compensation of KeyCorp’s named executive officers on an annual basis until the Board otherwise determines that a different frequency for such advisory vote is in the best interests of KeyCorp and its shareholders.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | KeyCorp Amended and Restated 2019 Equity Compensation Plan (incorporated herein by reference to Exhibit 99.1 to KeyCorp’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 11, 2023). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 12, 2023 | ||||||
| /s/ Andrea R. McCarthy | ||||||
| Name: | Andrea R. McCarthy | |||||
| Title: | Assistant Secretary | |||||