Additional Proxy Soliciting Materials (definitive) (defa14a)
25 Abril 2022 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under Rule 14a-12 |
KEYCORP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 25, 2022
Dear
Fellow Shareholders of KeyCorp:
We are writing to you on behalf of the Board of Directors of KeyCorp to request that you vote FOR the
election of Robin N. Hayes as a director, along with the other director nominees named in KeyCorps 2022 Proxy Statement.
Mr. Hayes serves as
the Chief Executive Officer and a director of JetBlue Airways Corporation (JetBlue) and was appointed to the KeyCorp Board in November 2020. Mr. Hayes attended 72% of the meetings of the KeyCorp Board and Committees on which he
served in 2021 due to pre-existing conflicts with JetBlue Board meetings in the first calendar year following his initial appointment to the KeyCorp Board. We strongly believe that Mr. Hayess
contributions are invaluable for our Board and that he should be re-elected. Board meeting schedules are planned at least a year in advance, and we were aware of these short-term scheduling conflicts at the
time he joined the KeyCorp Board. We also understood that schedules would align over time once we were able to coordinate the scheduling of future KeyCorp Board meetings with JetBlue Board meetings, as we do with all our Board members who serve on
other public company boards.
In instances in which Mr. Hayes was unable to attend meetings, he received Board materials and his input was received
on matters discussed and decided at those meetings. In addition, Mr. Hayes frequently met and conferred, in person and by telephone, during 2021 with Chris Gorman, Chairman and CEO, concerning certain KeyCorp strategic matters on which
Mr. Hayess counsel and guidance were solicited. Neither Mr. Hayes nor KeyCorp anticipates attendance issues in 2022, and to date Mr. Hayes has attended 100% of the 2022 meetings of the KeyCorp Board and Committees on which he
serves. In addition, Mr. Hayes has committed to attend at least 75% of all meetings of the Board and Committees on which he serves during 2022.
Mr. Hayes has extensive operational, marketing and sales expertise accumulated over the term of his career. He has been responsible for market-leading
innovation in the airline industry in technology, operations and customer service. JetBlue, like KeyCorp, operates in a highly-regulated industry, and Mr. Hayess experience in complying with requirements of industry regulators adds
valuable insight to our Board. JetBlue competes with airlines much larger than itself, similar to the manner in which KeyCorp as a regional bank competes with banks much larger than us. Mr. Hayess deep understanding of these competitive
dynamics and the importance of customer service is highly beneficial to our Board. Mr. Hayes is also well-versed in ESG matters, which are an important focus for KeyCorp. While 2021 was his first full calendar year on the Board, he has already
proven to be a significant contributor to our Board and the Risk and Technology Committees of our Board.
On behalf of the Board and for the reasons
described above, we continue to recommend that you vote FOR all of the director nominees named in the Companys 2022 Proxy Statement, including Robin N. Hayes.
Please refer to our 2022 Proxy Statement (available
at www.envisionreports.com/key) for more information and instructions on how to submit your vote. The Proxy Statement also contains instructions on how you may change your vote if you have already voted.
Thank you for your continued support of KeyCorp.
Sincerely,
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Christopher M. Gorman Chairman and Chief
Executive Officer |
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Alexander M. Cutler Independent Lead
Director and Chair of Nominating and Corporate Governance Committee |
Important Additional Information
On March 25, 2022, KeyCorp filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the SEC) in connection with
the Companys 2022 Annual Meeting of Shareholders. Information about the Companys directors, director nominees and executive officers, including their ownership of KeyCorp common stock, is set forth in the Companys definitive proxy
statement. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION.
Shareholders can obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SECs website at www.sec.gov. Copies will also be available
at no charge at the Investor Relations section of the Companys corporate website at www.key.com/ir.
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