01—Abstract
Summary
Summary of the 8-K filed May 19, 2025. Cited figures are marked; the original filing is the authoritative source.
KeyCorp's Form 8-K, dated May 19, 2025, reports the final voting results from its 2025 Annual Meeting of Shareholders, held May 15, 2025.
Shareholders elected all fifteen director nominees, and each received more votes FOR than AGAINST. The filing does not include financial results, guidance, or other operating information. Shareholders also ratified the appointment of Ernst & Young LLP as independent auditors for fiscal 2025, with 958,003,101 votes FOR, 30,704,300 AGAINST, and 1,128,768 ABSTAIN.
In a non-binding advisory vote, shareholders approved KeyCorp's executive compensation as described in the proxy statement filed March 28, 2025. That proposal received 570,696,333 votes FOR and 332,498,701 AGAINST, with 2,099,656 ABSTAIN, a noticeably closer result than the other two proposals.
For investors, the filing shows broad shareholder support for the board slate and the auditor, while the say-on-pay tally drew a substantially larger AGAINST count. Broker non-votes of 84,541,479 were recorded on each director election and on the say-on-pay proposal.
02—Key points
Key Highlights
- All fifteen director nominees were elected, and each received more FOR votes than AGAINST votes.
- Christopher M. Gorman received 868,560,483 FOR votes and 35,807,794 AGAINST votes; Alexander M. Cutler had the highest AGAINST count among directors at 45,346,738.
- Shareholders ratified Ernst & Young LLP as independent auditors for 2025, with 958,003,101 FOR votes against 30,704,300 AGAINST.
- Advisory say-on-pay proposal was approved, with 570,696,333 FOR votes and 332,498,701 AGAINST votes.
- Broker non-votes totaled 84,541,479 on the director elections and the executive compensation proposal.
- The proxy statement covering these matters was filed with the SEC on March 28, 2025.
03—Questions
Frequently Asked Questions
Were all of KeyCorp's board nominees elected at the 2025 Annual Meeting?
Yes. Shareholders elected all fifteen directors nominated by the Board, and each received more votes FOR than AGAINST.
Did shareholders approve the auditor?
Yes. Shareholders ratified Ernst & Young LLP as KeyCorp's independent auditors for 2025, with 958,003,101 votes FOR, 30,704,300 AGAINST, and 1,128,768 ABSTAIN.
How did shareholders vote on executive compensation?
Shareholders approved the advisory say-on-pay proposal, with 570,696,333 votes FOR, 332,498,701 AGAINST, and 2,099,656 ABSTAIN. The AGAINST count was substantially higher than on the other proposals.
Which director received the most AGAINST votes?
Alexander M. Cutler received 45,346,738 AGAINST votes, the highest among the fifteen nominees, while receiving 859,129,403 FOR votes.
04—Continue