Keycorp /New/ 8-K, filed May 13, 2022
Keycorp /New/ (KEY)
About this 8-K
Keycorp /New/ filed this 8-K on May 13, 2022, reporting on events of May 12, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At KeyCorp’s 2022 Annual Meeting of Shareholders held on May 12, 2022, 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 2022 and approved on an advisory basis KeyCorp’s executive compensation as described in KeyCorp’s 2022 proxy statement. 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 NON-VOTE | ||||
| Alexander M. Cutler |
686,809,598 | 57,201,160 | 4,449,865 | 66,898,126 | ||||
| H. James Dallas |
704,245,034 | 43,431,716 | 783,870 | 66,898,126 | ||||
| Elizabeth R. Gile |
716,314,025 | 31,324,789 | 821,807 | 66,898,126 | ||||
| Ruth Ann M. Gillis |
713,721,473 | 34,036,276 | 702,874 | 66,898,126 | ||||
| Christopher M. Gorman |
690,859,864 | 51,763,098 | 5,837,606 | 66,898,126 | ||||
| Robin N. Hayes |
677,825,463 | 69,816,528 | 818,631 | 66,898,126 | ||||
| Carlton L. Highsmith |
737,154,210 | 10,450,114 | 856,298 | 66,898,126 | ||||
| Richard J. Hipple |
731,627,745 | 15,970,680 | 862,144 | 66,898,126 | ||||
| Devina A. Rankin |
743,106,772 | 4,554,607 | 799,244 | 66,898,126 | ||||
| Barbara R. Snyder |
676,458,232 | 71,338,242 | 664,149 | 66,898,126 | ||||
| Richard L. Tobin |
743,288,667 | 4,193,880 | 978,021 | 66,898,126 | ||||
| Todd J. Vasos |
743,198,685 | 4,242,638 | 1,019,300 | 66,898,126 | ||||
| David K. Wilson |
745,118,114 | 2,499,718 | 842,790 | 66,898,126 |
Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2022
| FOR | AGAINST | ABSTAIN | ||||
| 776,965,353 |
37,732,533 | 660,861 |
Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
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| 693,925,282 | 52,252,795 | 2,281,817 | 66,898,126 |
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 13, 2022 | ||||||||
| By: | /s/ Carrie A. Benedict |
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| Name: Carrie A. Benedict | ||||||||
| Title: Assistant Secretary | ||||||||