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 19, 2011

001-11302
(Commission File Number)

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

127 Public Square
Cleveland, Ohio 44114-1306
(Address of principal executive offices and zip code)

(216) 689-6300
(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:

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 2011 Annual Meeting of Shareholders on May 19, 2011, at One Cleveland Center, Cleveland, Ohio. Beth E. Mooney, Chairman of the Board and Chief Executive Officer, presided. The following describes the final voting results from the meeting.

At the meeting, shareholders elected all thirteen of the directors nominated by the Board of Directors and ratified the appointment of Ernst & Young LLP as our independent auditors for 2011. 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 2011 KeyCorp Annual Performance Plan. The Board of Directors’ proposal to reduce shareholder voting percentage requirements contained in our Regulations to the statutory norms under the Ohio Revised Code was also approved by the shareholders. Shareholders advisory votes relating to executive compensation approved KeyCorp’s Executive Compensation and an annual advisory vote on executive compensation consistent with the Board of Directors’ recommendation.

Issue One — Election of Directors

Our shareholders elected thirteen individuals to our Board of Directors as set forth below.

Name		Votes For				Abstentions				Broker Non-Votes
Edward P. Campbell			616,303,328				70,961,102				76,984,041
Joseph A. Carrabba			655,280,684				31,983,746				76,984,041
Dr. Carol A. Cartwright			646,518,831				40,745,599				76,984,041
Alexander M. Cutler			612,863,719				74,400,711				76,984,041
H. James Dallas			675,192,803				12,071,627				76,984,041
Elizabeth R. Gile			675,919,155				11,345,275				76,984,041
Ruth Ann M. Gillis			675,266,440				11,997,990				76,984,041
Kristen L. Manos			675,800,734				11,463,696				76,984,041
Beth E. Mooney			658,181,525				29,082,905				76,984,041
Bill R. Sanford			665,278,748				21,985,682				76,984,041
Barbara R. Snyder			675,665,070				11,599,360				76,984,041
Edward W. Stack			675,554,310				11,710,120				76,984,041
Thomas C. Stevens			666,453,042				20,806,701				76,984,041

Issue Two — Approval of the KeyCorp 2011 Annual Performance Plan

Our shareholders approved the KeyCorp 2011 Annual Performance Plan as set forth below.

Votes For		Votes Against				Abstentions				Broker Non-Votes
642,870,521			39,244,993				5,148,916				76,984,041

Issue Three — Amendment to Regulations to Remove all Shareholder Voting Requirements Greater than Statutory Norm

This issue requires receipt of the affirmative vote of the holders of the common stock, par value $1.00 (“Common Shares”), entitling them to exercise 75% of the voting power of such shares, unless such amendment is recommended by two-thirds of the authorized Board of Directors, in which case the requisite vote is a majority of the voting power of KeyCorp. Because at least two-thirds of the entire authorized Board of Directors has recommended this proposed amendment, the affirmative vote of the holders of our Common Shares entitling them to exercise a majority of the voting power of KeyCorp is required to adopt this amendment to the Regulations. The requisite number of votes was received from the common shareholders, and accordingly this issue was approved.

Votes For		Votes Against				Abstentions				Broker Non-Votes
744,834,352			13,337,362				6,076,708				0
Issue Four — Ratification of Ernst & Young LLP as independent auditors for 2011
Votes For		Votes Against				Abstentions				Broker Non-Votes
741,396,572			17,946,798				4,905,100				0
Issue Five — Advisory Approval of KeyCorp’s Executive Compensation Program
Votes For		Votes Against				Abstentions				Broker Non-Votes
590,960,801			90,641,764				5,661,864				76,984,041

Issue Six — Advisory Vote on Frequency of Shareholder Vote on Approval of KeyCorp’s Executive Compensation

		Every Two				Every Three
Annually		Years				Years				Abstentions				Broker Non-Votes
618,106,891			2,169,634				61,013,935				5,876,401				76,984,041

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.