KeyCorp (KEY) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 10, 2018

(Exact Name of Registrant as Specified in Charter)

OHIO	001-11302	34-6542451
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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 Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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 Rule12b-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 2018 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 10, 2018, shareholders elected all fifteen 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 from his or her election, as stated below. The shareholders also ratified the appointment of Ernst & Young LLP as KeyCorp’s independent auditor for 2018, approved on an advisory basis KeyCorp’s executive compensation as described in KeyCorp’s 2018 proxy statement, and rejected a shareholder proposal seeking to reduce the ownership threshold to call a special shareholder meeting. The final voting results from the meeting are as follows:

Proposal One—Election of Directors

NOMINEE	FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
Bruce D. Broussard		836,343,068		6,676,913		1,749,782		94,639,494
Charles P. Cooley		839,717,951		3,433,270		1,627,502		94,639,494
Gary M. Crosby		838,199,923		4,829,765		1,749,034		94,639,494
Alexander M. Cutler		812,575,840		30,581,777		1,621,105		94,639,494
H. James Dallas		828,156,292		14,964,082		1,658,348		94,639,494
Elizabeth R. Gile		839,822,414		3,346,912		1,609,044		94,639,494
Ruth Ann M. Gillis		839,506,053		3,522,645		1,750,024		94,639,494
William G. Gisel, Jr.		835,663,210		7,406,389		1,709,124		94,639,494
Carlton L. Highsmith		839,282,005		3,636,119		1,860,598		94,639,494
Richard J. Hipple		839,369,084		3,524,632		1,885,006		94,639,494
Kristen L. Manos		839,844,896		3,423,709		1,510,117		94,639,494
Beth E. Mooney		814,203,796		21,382,218		9,192,701		94,639,494
Demos Parneros		839,382,826		3,595,753		1,800,143		94,639,494
Barbara R. Snyder		836,529,808		6,728,770		1,520,145		94,639,494
David K. Wilson		839,646,012		3,385,865		1,746,845		94,639,494

Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2018

			BROKER
FOR	AGAINST	ABSTAIN	NON-VOTE
919,892,641	17,999,910	1,525,665	—

Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation

			BROKER
FOR	AGAINST	ABSTAIN	NON-VOTE
791,548,060	50,257,125	2,973,537	94,639,494

Proposal Four—Shareholder Proposal Seeking to Reduce the Ownership Threshold to Call a Special Shareholder Meeting

			BROKER
FOR	AGAINST	ABSTAIN	NON-VOTE
400,864,111	439,977,486	3,937,125	94,639,494

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 11, 2018	/s/ Paul N. Harris
	By:	Paul N. Harris
		Secretary and General Counsel