Current Report Filing (8-k)
May 14 2021 - 4:16PM
Edgar (US Regulatory)
KEYCORP /NEW/ Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E) OH false 0000091576 --12-31 0000091576 2021-05-13 2021-05-13 0000091576 us-gaap:CommonStockMember 2021-05-13 2021-05-13 0000091576 us-gaap:SeriesEPreferredStockMember 2021-05-13 2021-05-13 0000091576 us-gaap:SeriesFPreferredStockMember 2021-05-13 2021-05-13 0000091576 us-gaap:SeriesGPreferredStockMember 2021-05-13 2021-05-13
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 13, 2021
KeyCorp
(Exact Name of Registrant as Specified in Charter)
001-11302
(Commission File Number)
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OHIO
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34-6542451
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Shares, $1 par value
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KEY
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New York Stock Exchange
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Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)
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KEY PrI
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New York Stock Exchange
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Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)
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KEY PrJ
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New York Stock Exchange
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Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)
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KEY PrK
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New York Stock Exchange
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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 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As noted in Item 5.07 below, at KeyCorp’s 2021 Annual Meeting of Shareholders held on May 13, 2021, shareholders voted to amend Article I, Section 3 of KeyCorp’s Third Amended and Restated Regulations (the “Regulations”) to change the threshold to call a special shareholder meeting from 25% to 15%. This amendment to the Regulations was effective immediately upon approval by shareholder vote on May 13, 2021. A copy of the amendment to KeyCorp’s Third Amended and Restated Regulations is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At KeyCorp’s 2021 Annual Meeting of Shareholders held on May 13, 2021, 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 2021, approved on an advisory basis KeyCorp’s executive compensation as described in KeyCorp’s 2021 proxy statement, approved KeyCorp’s Second Amended and Restated Discounted Stock Purchase Plan as described in KeyCorp’s 2021 proxy statement, and approved a management proposal to reduce the ownership threshold to call a special shareholder meeting to 15% as described in KeyCorp’s 2021 proxy statement. The final voting results from the meeting are as follows:
Proposal One—Election of Directors
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NOMINEE
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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Bruce D. Broussard
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764,492,950
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7,092,202
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882,331
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69,651,914
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Alexander M. Cutler
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651,705,116
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119,887,724
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874,644
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69,651,914
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H. James Dallas
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745,206,861
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26,363,628
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896,994
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69,651,914
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Elizabeth R. Gile
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755,616,729
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16,061,186
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789,568
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69,651,914
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Ruth Ann M. Gillis
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763,219,569
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8,450,470
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797,445
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69,651,914
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Christopher M. Gorman
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727,130,924
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42,653,171
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2,683,389
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69,651,914
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Robin N. Hayes
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768,561,712
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3,074,933
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825,972
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69,651,914
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Carlton L. Highsmith
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765,239,323
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6,398,178
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829,982
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69,651,914
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Richard J. Hipple
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763,279,115
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8,299,391
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888,978
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69,651,914
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Devina A. Rankin
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768,713,378
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2,912,073
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842,033
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69,651,914
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Barbara R. Snyder
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751,560,871
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20,130,500
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776,113
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69,651,914
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Todd J. Vasos
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766,380,751
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5,217,717
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869,015
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69,651,914
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David K. Wilson
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768,382,431
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3,212,912
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872,140
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69,651,914
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Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2021
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FOR
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AGAINST
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ABSTAIN
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723,905,712
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117,366,179
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847,507
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Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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720,739,680
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49,808,427
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1,919,377
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69,651,914
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Proposal Four—Approval of KeyCorp’s Second Amended and Restated Discounted Stock Purchase Plan
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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763,581,057
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7,406,269
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1,480,158
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69,651,914
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Proposal Five—Proposal to Reduce Ownership Threshold to Call Special Shareholder Meeting
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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764,066,416
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6,834,253
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1,566,814
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69,651,914
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Item 9.01
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Financial Statements and Exhibits.
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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.
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KeyCorp
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Date: May 14, 2021
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By:
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/s/ Carrie A. Benedict
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Name: Carrie A. Benedict
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Title: Assistant Secretary
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