UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 19, 2019, KeyCorp (the “Company”) issued a press release announcing that Beth Mooney will retire as Chairman and Chief Executive Officer of the Company, effective May 1, 2020. The Company’s Board of Directors (the “Board”) has appointed Christopher Gorman as President and Chief Operating Officer. The Board has also appointed Mr. Gorman to the Board for a term expiring at the Company’s 2020 Annual Meeting of Shareholders. Mr. Gorman will succeed Ms. Mooney as Chairman and Chief Executive Officer on May 1, 2020.
Mr. Gorman’s appointment is in keeping with the Board’s succession management process and will ensure a seamless leadership transition.
Mr. Gorman, 58, has been President of Banking and Vice Chairman of the Company since 2017. From 2016 to 2017, he served as Merger Integration Executive responsible for leading the integration efforts related to the Company’s merger with First Niagara Financial Group. Prior to that, Mr. Gorman was the President of Key Corporate Bank from 2010 to 2016. He previously served as a KeyCorp Senior Executive Vice President and head of Key National Banking during 2010. Mr. Gorman was an Executive Vice President of KeyCorp from 2002 to 2010 and also served as President of KeyBanc Capital Markets from 2003 to 2010.
There is no arrangement or understanding with any person pursuant to which Mr. Gorman was appointed as President and Chief Operating Officer or appointed to the Board. There are no family relationships between Mr. Gorman and any director or executive officer of the Company, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K. Information with respect to Mr. Gorman’s employment and compensatory agreements is set forth in the Company’s proxy statement filed on April 5, 2019, which information is incorporated herein by reference. Mr. Gorman, as an employee of the Company, will not receive any compensation for his service as a Director. Mr. Gorman is not expected to be named to any Board Committees.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “outlook,” “goal,” “objective,” “plan,” “expect,” “anticipate,” “intend,” “project,” “believe,” “estimate” and other words of similar meaning. Forward-looking statements represent management’s current expectations and forecasts regarding future events. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual results could vary materially from these projections or expectations. Factors that could cause Key’s actual results to differ from those described in the forward-looking statements can be found in KeyCorp’s Form 10-K for the year ended December 31, 2018, as well as in KeyCorp’s subsequent SEC filings, all of which have been filed with the Securities and Exchange Commission and are available on Key’s website (www.key.com/ir) and on the Securities and Exchange Commission’s website (www.sec.gov). Forward looking statements speak only as of the date they are made and Key does not undertake any obligation to update the forward-looking statements to reflect new information or future events.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |||
99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 19, 2019 |
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By: |
/s/ Donald R. Kimble | |||||
Name: |
Donald R. Kimble | |||||
Title: |
Chief Financial Officer |
Exhibit 99.1
KeyCorp Chairman & CEO Beth Mooney to retire in May 2020
Chris Gorman named President & COO and will succeed Mooney
Company Release 9/19/2019 4:30PM ET
CLEVELAND, September 19, 2019/PRNewswire/ Today KeyCorp announced that Chairman and Chief Executive Officer, Beth Mooney, will retire on May 1, 2020.
In anticipation of Mooneys retirement, the Board is announcing that Chris Gorman has been appointed President and Chief Operating Officer and a member of the Board of Directors, effective immediately. Gorman will succeed Mooney as Chairman and CEO on May 1st. Mooney has served in the role of Chairman and CEO since May 1, 2011 after joining the bank in 2006.
This announcement is in keeping with the Boards succession management process and will ensure a seamless leadership transition.
On behalf of the entire Board, Id like to congratulate Chris on his appointment. We have had the opportunity to work closely with him and know that he will continue to lead Key with a focus on growth while maintaining Keys values, said Sandy Cutler, lead independent director of KeyCorps Board of Directors.
Wed also like to thank Beth for her transformational leadership from building a strong culture that attracts and retains talent, to delivering value for our shareholders while maintaining a client focus, to creating the blueprint in how to effectively invest in our communities, Cutler continued.
Mooney added: My time at Key has represented some of the most rewarding years in my 40 years in banking. I am proud of what weve accomplished together, and I look forward to continued success under the leadership of Chris and the diverse and talented team at KeyBank.
Gorman joined the bank in 1998 as part of Keys acquisition of McDonald Investments, a registered broker-dealer where he held several leadership roles. During his time at Key, Gorman has led KeyBanc Capital Markets and served as President of Key Corporate Bank. Gorman was also responsible for leading the integration of First Niagara Financial Group.
In his current role as President of Banking, he is accountable for the revenue generating businesses across Key, including Consumer, Commercial, and Institutional Banking.
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as outlook, goal, objective, plan, expect, anticipate, intend, project, believe, estimate and other words of similar meaning. Forward-looking statements represent managements current expectations and forecasts regarding future events. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual results could vary materially from these projections or expectations. Factors that could cause Keys actual results to differ from those described in the forward-looking statements can be found in KeyCorps Form 10-K for the year ended December 31, 2018, as well as in KeyCorps subsequent SEC filings, all of which have been filed with the Securities and Exchange Commission and are available on Keys website (www.key.com/ir) and on the Securities and Exchange Commissions website (www.sec.gov). Forward looking statements speak only as of the date they are made and Key does not undertake any obligation to update the forward-looking statements to reflect new information or future events.
About KeyCorp
KeyCorps roots trace back 190 years to Albany, New York. Headquartered in Cleveland, Ohio, Key is one of the nations largest bank-based financial services companies, with assets of approximately $144.5 billion at June 30, 2019. Key provides deposit, lending, cash management, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of over 1,100 branches and more than 1,400 ATMs. 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.
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