UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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): January 19, 2006
KeyCorp
(Exact name of registrant as specified in charter)
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0-850
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34-6542451 |
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(State or other jurisdiction
of incorporation)
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Commission File Number
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(I.R.S. Employer
Identification No.) |
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127 Public Square, Cleveland, Ohio
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44114-1306 |
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(Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (216) 689-6300
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 1 — Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On January 19, 2006, the KeyCorp Board of Directors reviewed the fees KeyCorp pays to its
directors. Pursuant to the recommendation of the Nominating and Corporate Governance Committee,
the Board determined to maintain all Board fees at their current levels, except an annual
additional retainer paid to the Audit Committee Chair, which the Board increased to $20,000 from
$10,000. The increase is based on a review of peer group data and the increased
workload of the Audit Committee Chair.