Keycorp /New/ 8-K, filed Nov 19, 2020
Keycorp /New/ (KEY)
About this 8-K
Keycorp /New/ filed this 8-K on November 19, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
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. |
On November 19, 2020, the KeyCorp Board of Directors elected Robin N. Hayes and Devina A. Rankin to the Board of Directors. Mr. Hayes currently serves as the Chief Executive Officer of JetBlue Airways Corporation, a role he has held since February 2015. Ms. Rankin currently serves as Chief Financial Officer of Waste Management Inc., a role she has held since February 2017.
The election of Mr. Hayes and Ms. Rankin increases the size of KeyCorp’s Board of Directors to 15 members. Mr. Hayes will serve as a member of the Risk Committee and the Technology Committee. Ms. Rankin will serve as a member of the Audit Committee and the Technology Committee. Additionally, the KeyCorp Board of Directors has designated Ms. Rankin as an audit committee financial expert. Mr. Hayes and Ms. Rankin are both independent directors. Upon Mr. Hayes’s and Ms. Rankin’s appointments to the Board, the composition of each Board committee is as listed below. All directors serving on these committees are independent directors.
Audit Committee
Richard J. Hipple – Chair
H. James Dallas
Kristen L. Manos
Devina A. Rankin
Compensation and Organization Committee
Barbara R. Snyder – Chair
Bruce D. Broussard
Alexander M. Cutler
Todd J. Vasos
Nominating and Corporate Governance Committee
Alexander M. Cutler – Chair
H. James Dallas
Elizabeth R. Gile
Carlton L. Highsmith
Richard J. Hipple
Barbara R. Snyder
Risk Committee
Elizabeth R. Gile – Chair
Ruth Ann M. Gillis
Robin N. Hayes
Carlton L. Highsmith
David K. Wilson
Technology Committee
H. James Dallas – Chair
Bruce D. Broussard
Ruth Ann M. Gillis
Robin N. Hayes
Devina A. Rankin
Todd J. Vasos
As is true for all non-employee KeyCorp Directors, Mr. Hayes and Ms. Rankin will be entitled to director compensation consisting of a cash retainer and stock-based compensation, as more fully described in KeyCorp’s 2020 Proxy Statement. Mr. Hayes and Ms. Rankin are not parties to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
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: November 19, 2020 | ||||||
| /s/ Craig T. Beazer | ||||||
| By: Craig T. Beazer | ||||||
| General Counsel and Secretary | ||||||