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4-Traders Homepage  >  Equities  >  Nyse  >  KeyCorp    KEY

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KEYCORP /NEW/ : Submission of Matters to a Vote of Security Holders (form 8-K)

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05/19/2017 | 10:58pm CET

Item 5.07 Submission of Matters to a Vote of Security Holders

At KeyCorp's 2017 Annual Meeting of Shareholders (the "Annual Meeting") held on May 18, 2017, shareholders elected all sixteen 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 2017, approved on an advisory basis KeyCorp's executive compensation as described in KeyCorp's 2017 proxy statement, approved on an advisory basis an annual vote as the frequency of the shareholder vote on executive compensation, and did not approve a shareholder proposal seeking an independent Board Chairman. The final voting results from the meeting are as follows:

Proposal One-Election of Directors

   NOMINEE                      FOR            AGAINST          ABSTAIN         NON-VOTE
   Austin A. Adams           849,738,092        4,284,679       1,616,012       109,991,356
   Bruce D. Broussard        849,206,525        4,844,639       1,587,619       109,991,356
   Charles P. Cooley         850,373,961        3,683,789       1,581,033       109,991,356
   Gary M. Crosby            849,897,378        4,140,502       1,600,903       109,991,356
   Alexander M. Cutler       822,744,957       31,349,868       1,543,958       109,991,356
   H. James Dallas           843,591,565       10,510,546       1,536,672       109,991,356
   Elizabeth R. Gile         850,405,432        3,747,896       1,485,454       109,991,356
   Ruth Ann M. Gillis        850,145,005        4,003,741       1,490,036       109,991,356
   William G. Gisel, Jr.     849,230,118        4,749,811       1,658,854       109,991,356
   Carlton L. Highsmith      850,076,056        3,985,328       1,577,398       109,991,356
   Richard J. Hipple         829,537,727       24,518,758       1,582,298       109,991,356
   Kristen L. Manos          850,227,810        3,842,510       1,568,463       109,991,356
   Beth E. Mooney            825,650,734       21,995,125       7,991,373       109,991,356
   Demos Parneros            849,820,996        4,062,842       1,754,944       109,991,356
   Barbara R. Snyder         849,157,885        5,031,092       1,448,343       109,991,356
   David K. Wilson           850,286,206        3,703,221       1,649,355       109,991,356

Proposal Two-Ratification of the Appointment of Ernst & Young LLP as KeyCorp's
Independent Auditors for 2017

                      FOR        AGAINST      ABSTAIN      NON-VOTE
                  947,160,277   17,025,175   1,444,686        -

Proposal Three-Advisory Approval of KeyCorp's Executive Compensation

                     FOR        AGAINST      ABSTAIN      NON-VOTE
                 813,866,024   38,284,121   3,488,638    109,991,356

Proposal Four-Advisory Approval of the Frequency of the Shareholder Vote on KeyCorp's Executive Compensation

              ANNUAL       2 YEARS      3 YEARS      ABSTAIN      NON-VOTE
            758,745,484   2,681,348    92,076,974   2,134,976    109,991,356

Proposal Five-Shareholder Proposal Seeking an Independent Board Chairman

                     FOR         AGAINST      ABSTAIN      NON-VOTE
                 205,820,392   646,341,586   3,468,695    109,999,466

As shown above, KeyCorp's shareholders recommended, in a non-binding advisory vote, that we hold a non-binding advisory vote on the compensation of our named executive officers, as disclosed in the proxy statement, on an annual basis. Accordingly, in light of this recommendation and other factors considered by the Board of Directors (the "Board"), the Board has determined that KeyCorp will hold a non-binding advisory vote on the compensation of the named executive officers as disclosed in the proxy statement on an annual basis until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of KeyCorp.


© Edgar Online, source Glimpses

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