KeyBank 2014 Annual Report Download - page 232

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The names of our executive officers, and biographical information for each, is set forth in Item 1. Business, of
this report.
The other information required by this item will be set forth in the following sections of KeyCorp’s Definitive
Proxy Statement for the 2015 Annual Meeting of Shareholders to be held May 21, 2015 (the “2015 Proxy
Statement”) and these sections are incorporated herein by reference:
• “Proposal One: Election of Directors”
• “Ownership of KeyCorp Equity Securities — Section 16(a) Beneficial Ownership Reporting Compliance”
• “Corporate Governance Documents — Code of Ethics”
• “Audit Matters — Audit Committee Independence and Financial Experts”
KeyCorp expects to file the 2015 Proxy Statement with the SEC on or about April 7, 2015. Any amendment to,
or waiver from a provision of, the Code of Ethics that applies to its Chief Executive Officer, Chief Financial
Officer, and Chief Accounting Officer, or any other executive officer or director, will be promptly disclosed on
its website (www.key.com/ir) as required by laws, rules and regulations of the SEC.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be set forth in the following sections of the 2015 Proxy Statement and
these sections are incorporated herein by reference:
• “Compensation Discussion and Analysis”
• “Compensation of Executive Officers and Directors”
• “Compensation and Organization Committee Report”
• “The Board of Directors and Its Committees — Oversight of Compensation Related Risks”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by this item will be set forth in the section captioned “Ownership of KeyCorp Equity
Securities” contained in the 2015 Proxy Statement, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item will be set forth in the following sections of the 2015 Proxy Statement and
these sections are incorporated herein by reference:
• “The Board of Directors and Its Committees — Director Independence”
• “The Board of Directors and Its Committees — Related Party Transactions”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be set forth in the sections captioned “Audit Matters — Ernst &
Young’s Fees” contained in the 2015 Proxy Statement, and is incorporated herein by reference.
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