KeyCorp 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): December 1, 2006
(Exact name of registrant as specified in charter)
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Ohio
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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) |
Registrants 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))
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On
December 22, 2005, KeyCorp filed a Form 8-K stating among other
things that the
Employment Agreement of Henry L. Meyer III, Chairman, President and
Chief Executive Officer of KeyCorp, would be revised at year-end 2006. The Agreement was amended effective
January 1, 2007 to reduce the lump sum severance benefit payable thereunder in the event Mr.
Meyers employment is terminated by Key for any reason other than Cause, disability or death or if
Meyer is Constructively Terminated, with or without a Change of Control. The lump sum severance
benefit was reduced by excluding from the calculation thereof 50% of his Average Long Term
Incentive Compensation. The Agreement was also updated to reflect Mr. Meyers current salary; to
reflect changes in medical, life insurance and deferral or savings plans; and to provide
indemnification for litigation or liability arising out of Mr. Meyers service as a committee
member or other fiduciary of any employee benefit plan maintained by Key.
A copy of the amended Employment Agreement is attached hereto as Exhibit 10.1.
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Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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10.1 |
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Amended Employment Agreement between KeyCorp and Henry L. Meyer III, as of
January 1, 2007. |
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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.
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Date: December 1, 2006
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By:
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/s/ Daniel R. Stolzer |
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Daniel R. Stolzer
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Vice President
and Deputy General Counsel |
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