01—Abstract
Summary
Summary of the 8-K filed May 10, 2024. Cited figures are marked; the original filing is the authoritative source.
At KeyCorp's 2024 Annual Meeting of Shareholders, held May 9, 2024, shareholders elected all thirteen director nominees of the Board of Directors.
Each nominee received more votes cast for than against, though the against counts varied widely. Alexander M. Cutler had 50,543,375 votes against, Christopher M.
Gorman 43,500,545, and Barbara R. Snyder 40,183,330, while Robin N. Hayes had 4,805,761 and David K.
Wilson 4,543,858. Shareholders also ratified Ernst & Young LLP as independent auditors for fiscal 2024, with 767,644,410 votes for and 29,940,101 against. On an advisory basis, they approved executive compensation as described in the Definitive Proxy Statement on Schedule 14A filed March 22, 2024, with 623,850,782 votes for and 68,847,852 against.
Shareholders rejected a shareholder proposal to separate the offices of Chairman and Chief Executive Officer and appoint an independent chairperson. The proposal received 175,521,957 votes for and 519,822,260 against. The filing reports these as final voting results, rounded down to the nearest whole share, and 101,264,881 broker non-votes were recorded on each of the director, executive compensation, and related proposals.
02—Key points
Key Highlights
- All thirteen Board nominees were elected at the May 9, 2024 Annual Meeting, each receiving more votes for than against.
- Director support varied: Alexander M. Cutler (50,543,375 against) and Christopher M. Gorman (43,500,545 against) drew the most opposing votes, while Robin N. Hayes (4,805,761 against) and David K. Wilson (4,543,858 against) drew the fewest.
- Ernst & Young LLP was ratified as independent auditors for 2024, with 767,644,410 votes for and 29,940,101 against.
- Advisory approval of executive compensation passed with 623,850,782 votes for and 68,847,852 against, with 5,037,996 abstentions.
- A shareholder proposal to separate the Chairman and CEO roles and appoint an independent chairperson was rejected, with 175,521,957 for and 519,822,260 against.
- The compensation proposal references KeyCorp's Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 22, 2024.
03—Questions
Frequently Asked Questions
How did KeyCorp's directors perform in the 2024 shareholder vote?
All thirteen nominees were elected, each receiving more votes for than against. Opposition ranged from 4,543,858 against votes for David K. Wilson to 50,543,375 for Alexander M. Cutler.
Did shareholders approve KeyCorp's executive compensation?
Yes. On an advisory basis, shareholders approved executive compensation, with 623,850,782 votes for, 68,847,852 against, and 5,037,996 abstentions.
Which auditor was ratified for 2024?
Shareholders ratified Ernst & Young LLP as KeyCorp's independent auditors for the 2024 fiscal year, with 767,644,410 votes for and 29,940,101 against.
What happened to the proposal to separate the Chairman and CEO roles?
Shareholders rejected the proposal to separate the offices of Chairman and Chief Executive Officer and appoint an independent chairperson. It received 175,521,957 votes for and 519,822,260 against.
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