8-K

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): July 9, 2014

(Exact Name of Registrant as Specified in Charter)

001-11302

(Commission File Number)

OHIO (State or other jurisdiction of incorporation) 34-6542451 (I.R.S. Employer Identification No.)

127 Public Square

Cleveland, Ohio 44114-1306

(Address of principal executive offices and zip code)

(216) 689-3000

(Registrant’s telephone number, including area code)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    On July 9, 2014, the KeyCorp Board of Directors elected David K. Wilson, age 59, to the Board of Directors. Prior to retiring in 2013, Mr. Wilson held various posts within the Office of the Comptroller of the Currency (“OCC”) over a total of 32 years. He also spent time in the banking industry from 1992 to 1995, serving as a Senior Vice President at First Interstate Bancorp and then becoming Executive Vice President and Senior Credit Review Officer.

    The election of Mr. Wilson increases the size of KeyCorp’s Board of Directors to 13 members. Mr. Wilson will serve as a member of the KeyCorp Risk Committee. As is true for all non-employee KeyCorp Directors, Mr. Wilson will be entitled to an annual award under the KeyCorp Directors’ Deferred Share Sub-Plan each May and will also be entitled to quarterly and per meeting director fees.

    A copy of KeyCorp’s press release dated July 9, 2014 announcing the election of Mr. Wilson is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99.1	Press Release dated July 9, 2014, announcing the election of David K. Wilson as a Director of KeyCorp.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KeyCorp
Date: July 9, 2014
	/s/ Paul N. Harris
	By:	Paul N. Harris
		General Counsel and Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

News

KEYCORP ELECTS DAVID K. WILSON TO BOARD OF DIRECTORS

CLEVELAND, July 9, 2014 - KeyCorp (NYSE: KEY) announced today that David K. Wilson has been elected to KeyCorp’s Board of Directors.

Prior to retiring in 2013, Wilson held various posts within the Office of the Comptroller of the Currency (OCC) over a total of 32 years. Wilson served as the lead Examiner-In-Charge of two large, global banks and also held a number of policy-focused roles during his time at the agency, including Senior National Bank Examiner and co-chair of the OCC’s national risk committee. In 2010, Wilson was appointed Deputy Comptroller for Credit and Market Risk and also served as Senior Deputy Comptroller and Chief National Bank Examiner in 2011. He originally joined the OCC in 1976.

He also spent time in the banking industry from 1992 to 1995, serving as a Senior Vice President at First Interstate Bancorp and then becoming Executive Vice President and Senior Credit Review Officer, where he managed all credit review activities in the corporation. Wilson is a summa cum laude graduate of the University of Missouri where he earned his Bachelor of Science degree in Banking and Finance in 1976.

“Dave is a highly respected industry veteran who brings more than 30 years of experience to Key’s Board of Directors,” said Beth Mooney, chairman and CEO of KeyCorp. “Dave’s unique insight and expertise will complement our diverse board as we work on behalf of Key’s clients, shareholders, and communities.”

Wilson becomes KeyCorp’s thirteenth member of the Board of Directors.

***

KeyCorp was organized more than 160 years ago and is headquartered in Cleveland, Ohio. One of the nation’s largest bank-based financial services companies, Key has assets of approximately $91 billion.

Key provides deposit, lending, cash management and investment services to individuals, small and medium-sized businesses under the name of KeyBank National Association. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank is Member FDIC.

Note to Editors: For up-to-date company information, media contacts, and facts and figures about Key’s lines of business, visit our Media Newsroom at Key.com/newsroom.

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For more information contact:

Investor Relations: Vernon Patterson, 216.689.0520, vernon_patterson@keybank.com

Investor Relations: Kelly Dillon, 216.689.3133, kelly_l_dillon@keybank.com

Media: Jack Sparks, 720.904.4554, jack_sparks@keybank.com