KeyCorp (KEY) Earnings Call Transcript & Summary

Hello, and welcome to the 2020 Annual Meeting of Shareholders of KeyCorp. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Chris Gorman, Chairman and CEO of KeyCorp. Mr. Gorman, the floor is yours.

And thank you, operator, and good morning, ladies and gentlemen. The meeting is now in session. Welcome to the 2020 Annual Meeting of Shareholders. I am Chris Gorman, Chairman and CEO of KeyCorp. We want to thank everyone for being with us today through our virtual meeting platform. While we are disappointed that we are not able to gather together in person as we normally do at our Annual Meeting of Shareholders, this technology enables us to reach a larger audience of shareholders who would not typically be able to participate in our meeting. Having said that, this is new for all of us as we leverage technology while concurrently being mindful that our shareholders are provided the opportunity to share their perspectives. With me today is Craig Beazer, Secretary of KeyCorp. Craig will explain the meeting formalities before we proceed. After the meeting, we will hold a shareholder convocation. During the convocation, I will comment on the state and direction of your company. Shareholders may submit questions at any time during this meeting in the space provided in the virtual meeting platform. When submitting questions, shareholders should follow the guidelines set forth in the rules of conduct available within the virtual meeting platform. Craig, I turn the meeting over to you.

Thank you, Chris. The list of the corporation shareholders as of the close of business on Friday, March 27, 2020, the record date set for today's meeting is available for inspection during this meeting by completing the form to request access within the virtual meeting platform. A notice of this meeting was duly and properly mailed to shareholders, and a certificate to that effect will be filed with the meeting records. Your Board of Directors has authorized a representative of Computershare Investor Services, our transfer agent, to act as the Inspector for the meeting. Computershare is responsible for determining the number of shares represented at the meeting, confirming that we have a quorum, confirming the validity of all proxies, receiving and tabulating all votes cast and reporting the voting results. The Inspector's oath will be filed with the meeting records. The Inspector has reported that we have a quorum. This meeting has been duly convened to transact any business properly brought before it. The voting at this meeting will be done on the virtual meeting platform. Although voting is done primarily by proxy, if you wish to vote or change your vote during this meeting, please click on the link provided within the virtual meeting platform. Any shareholder who has already voted and does not want to change their vote need not take any further action. [Voting]

The order of business for today's meeting is, first, Chris will introduce the nominees for election as Director, followed by 2 other proposals presented for vote by management; second, Chris will introduce a shareholder proposal and give the shareholder the opportunity to address the meeting; third, we will address questions that have been submitted by shareholders related to the proposals; fourth, we will vote on the proposals. Finally, we will announce the preliminary voting results. After the formal meeting has concluded, Chris will host our shareholder convocation and present his views on KeyCorp and its business and will answer general questions that have been submitted by shareholders concerning our strategy, our performance and the financial services industry in general. At any time during the meeting or convocation, Chris or any person addressing the shareholders on behalf of KEY may make forward-looking statements about KEY's future performance. A notice regarding forward-looking statements appears within the virtual meeting platform. Please review the statement. I call your attention to the rules of conduct set forth for this meeting. These are available to each shareholder within the virtual meeting platform. We ask that you please review and abide by those rules. There will be a question-and-answer period during the meeting limited to the proposals being voted on today and another question-and-answer period during the convocation for general questions regarding KEY's strategy and performance. A representative from KEY is reviewing questions that have been submitted, and will read your question allowed at the appropriate time. [Operator Instructions] You may submit questions within the virtual meeting platform by clicking on the dialogue icon in the upper right corner of the meeting center screen. We ask that questions be brief. That concludes the meeting formalities.

Thank you, Craig. The next order of business is to describe the proposals to be voted on at today's meeting. The first proposal concerns the election of directors to serve a 1-year term expiring at the 2021 Annual Meeting of Shareholders. The size of KeyCorp's Board of Directors is currently set at 12 members. The nominees for election are: Sandy Cutler, retired Chairman and Chief Executive Officer of Eaton Corporation plc. Sandy is our Lead Director; Bruce Broussard, President and Chief Executive Officer of Humana Inc.; Gary Crosby, former President and Chief Executive Officer of First Niagara Financial Group Inc.; James Dallas, Retired Senior Vice President, Quality and Operations, Medtronic Inc.; Betsy Gile, retired Managing Director of Deutsche Bank AG; Ruth Ann Gillis, retired Executive Vice President and Chief Administrative Officer, Exelon Corporation; Carlton Highsmith, former President and Chief Executive Officer of The Specialized Packaging Group; Richard Hipple, former Executive Chairman of Materion Corporation; Kris Manos, Partner, Sanderson Berry; Barbara Snyder, President, Case Western Reserve University; and David Wilson, retired Examiner in Charge at the Office of the Comptroller of the Currency. And I am honored to stand for election as your Board Chairman. The Board of Directors recommends a vote for each of the nominees. One of the long-standing strengths of KEY has been the quality and dedication of the members of our Board of Directors. I would like to extend my appreciation for the valuable service that our Directors provide to KEY and to you, our shareholders. I would also like to recognize and thank Charlie Coolie and Bill Gisel, both of whom are retiring from the Board concurrent with this Annual Meeting. Charlie and Bill have been outstanding Directors, and we express our sincere gratitude for their leadership, insights and service. And finally, I would like to acknowledge and recognize Beth Mooney's retirement as Chairman and CEO of KeyCorp. Over the past decade, under Beth's leadership, we have transformed our company. Today, KEY is stronger, better capitalized, and we have significantly improved our risk profile. Beth has also cultivated KEY's award-winning culture of diversity, inclusion and transformative philanthropy. The next proposal to be voted on is the ratification of the Audit Committee's appointment of Ernst & Young as KEY's independent auditor. Ron Genty, a representative of E&Y, is present today and will be available to answer questions submitted through the virtual platform. The Board of Directors recommends the shareholders vote for this proposal. The next proposal is an advisory vote on KEY's executive compensation program. The Board of Directors has placed this proposal before the shareholders as required by the Dodd-Frank Act and applicable securities laws. The Board is of the opinion that KEY's executive compensation program provides appropriate incentives to its executive officers and at the same time, does not encourage these officers to take unnecessary risks. For those reasons, the Board recommends that the shareholders vote for the proposal. The final matter to be voted on is a proposal submitted by John Chevedden on behalf of Kenneth Steiner, a shareholder of KEY, seeking to reduce the ownership threshold required to call a special meeting of shareholders from 25% to 10%. Mr. Chevedden's representative will now have the opportunity to present a statement to the shareholders. Operator, please open the line for Mr. Alba.

Mr. Alba, your line is now open.

Thank you, and good morning. Proposal 4, more accessible shareholder right to call a special meeting. Sponsor, Kenneth Steiner. Resolved, shareholders ask our Board to take the steps necessary to amend our bylaws and governing documents to give the owners of a total of 10% of the outstanding common stock the power to call a special shareholder meeting. This proposal is needed to make up for the lack of a shareholder right to act by written consent at KeyCorp. KeyCorp shareholders permanently lack the right to act by written consent. The corporation laws of Ohio permanently prohibit shareholder action by written consent at KeyCorp. Special meetings allow shareholders to vote on important matters such [ as electing new Directors that can arise ] between annual meetings. This proposal topic won more than 70% support at Edwards Lifesciences. Making the right to call a special meeting more accessible to shareholders is showing increased support. For instance, this proposal topic won 51% support at O'Reilly Automotive in 2019, up from 41% support the year before. This proposal topic also won 47% support at the 2018 KeyCorp Annual Meeting. This 47% support represented majority support from the shareholders who have access to independent proxy voting advice. And enhanced ability of shareholders to call a special meeting would put shareholders in a better position to have a role in improving the makeup of the Board of Directors. For instance, shareholders do not have the benefit of oversight of the CEO by an independent Chairman. A proposal for oversight of the CEO by an independent Chairman won 54% support at an earlier KeyCorp Annual meeting. This 54% support for better oversight of the CEO would have been higher, perhaps 60%, if more shareholders had access to independent proxy voting advice. The lack of oversight of the CEO by an independent Chairman was compounded at KeyCorp since the Lead Director, Alexander Cutler, had the longest Director tenure at 19 years. Long tenure can take a toll on the independence of a Director. Independence is a priceless attribute in a lead Director. Please vote yes, more accessible shareholder right to call a special meeting, Proposal 4. Thank you.

Thank you, Mr. Alba. The Board of Directors believes that the current 25% threshold is reasonable and a meaningful threshold that balances the shareholders' ability to call a special meeting while not causing KeyCorp to expend significant time, attention and money on a special meeting requested by only a small minority of the shareholders. In addition to the existing right of shareholders to call a special meeting, the Board has in place robust corporate governance policies that provide our shareholders with a meaningful voice to communicate their priorities to the Board and to KeyCorp management. Most recently, as a result of shareholder feedback, the Board adopted a market standard proxy access right in May of last year. For these reasons, the Board believes that a vote against this proposal is in the best interest of KeyCorp and all of its shareholders. We will now address any questions that have been submitted on the proposals being presented today.

[Operator Instructions]

Operator, are there any questions? Hearing none, we have not received any questions regarding the proposal. If you were voting during the meeting through the virtual meeting platform, please make sure you have completed your voting at this time. The voting is now closed. Because we permit voting by telephone, by proxy cards, over the Internet and on the virtual meeting platform, it will take additional time to finalize the tabulation. The final tabulation will be filed with the SEC on a Form 8-K within 4 days of this meeting. However, we can announce the preliminary results of the voting. First, the Inspector General has informed me that each of the nominees identified in the proxy statement has been elected to the Board of Directors by at least 94% of the votes cast. Second, the shareholders have ratified the appointment of Ernst & Young as the company's independent auditor for 2020. The issue received a favorable vote of 95% of the votes cast. Third, 93% of the votes cast were to provide advisory approval of the company's executive compensation program. Lastly, the shareholder proposal to reduce the ownership threshold required to call a special meeting has failed. There being no further business, this meeting is now adjourned. We will now begin the shareholder convocation, after which we will answer general questions that have been submitted. So now moving to the shareholder convocation. Let me start. Given the extraordinary times we find ourselves in today, I want to review how KEY is positioned to weather the current environment and how we are supporting our clients, our colleagues, and the communities during this unprecedented time. Our clear strategy and relationship-based business model are centered on our ability to provide our 3.5 million clients with broad products and capabilities coupled with an excellent customer service experience. Our balanced and diverse franchise as well as our engaged team of over 17,000 employees are core strengths. We have a strong and experienced leadership team. Most importantly, we are singularly focused on our company's purpose to help our clients and our communities thrive. We are operating from a position of strength. Our balance sheet is solid. Our deposit base enables us to be largely core funded and support our relationship-based lending activities. Our risk profile is significantly improved over the last decade, and we are committed to maintaining our moderate risk profile. And finally, capital and liquidity are both clear strengths of our company. Internal and government-mandated stress tests have shown KEY would remain well capitalized through periods of severe economic and financial stress. Because of our strong capital position, we are confident in our ability to continue to support our clients. I'm now moving to Slide 3. Now more than ever, our clients are depending on us to carry out their basic day-to-day banking needs and to support those whose livelihoods have been adversely impacted by COVID-19. We are committed to assisting our clients from individuals to businesses as well as colleagues during this difficult time. We have already assisted over 26,000 of our clients through payment deferrals and hardship loans. We are extremely proud to say we are a leader in our industry as it relates to the Paycheck Protection Program. As of this week, we have processed more than 40,000 applications which represent more than $8.5 billion in fundings. Perhaps what I'm most proudest of, however, is that these loans have preserved more than 3 million jobs. And long before COVID-19 entered the picture, our mission has been to help our employees thrive physically, mentally and financially. To support our clients and our teammates, we've implemented our business resiliency plans, enabling all colleagues who are able to do so to work from home. In fact, 2/3 of our teammates are successfully working from home as we speak. 85% of our branches remain operational and have been throughout the pandemic. We also implemented premium pay and dozens of safety measures for our retail branch, contact center and operations teammates. We offered a tax-free stipend to reimburse employees who must report to the work site and who have encountered either unplanned or out-of-pocket childcare costs. Now moving to Slide 4. In these unprecedented times, we have remained true to our purpose of helping our communities thrive. For over 2 decades, KeyBank has invested heavily to support thriving students, thriving workforce and thriving neighborhoods in places where we both live and work. In fact, 2019 marked year 3 of our National Community Benefits Plan. Thus far, we have delivered $12 billion in investments in the form of affordable housing, mortgages, small business lending in low-income communities. I am proud to say that we have responded to this crisis with the same focus on philanthropy and community investment. Thus, we have committed $18 million in philanthropy to programs designed to support our most vulnerable citizens. And in true KeyBank tradition, our teammates have stepped up as well. More than 1,200 employees donated nearly $700,000 to COVID relief efforts across our country. Our teammates also contributed their most precious resource, their time. In 2019, our teammates volunteered more than 126,000 hours in the communities where we live and work. I'm now turning to Slide 5. To close, I want to reaffirm my confidence in the long-term outlook for our company. Although the industry clearly faces near-term challenges, we believe the steps we have taken over the past decade to strengthen and reposition our company will set KEY apart. We have a clear, consistent and targeted business strategy focused on relationships. We have accelerated our investments in technology. We have dramatically derisked our company over the last decade. We have a strong capital position and a disciplined approach to the manner in which we deploy our capital. We have significant sources of liquidity. And lastly and most importantly, we have a team that is [indiscernible]. We have positioned KEY to achieve our long-term financial targets listed on the bottom of the slide, delivering sound, profitable growth while concurrently driving strong returns for you, our shareholders. And with that, I would now be happy to address any questions that any of you might have.

[Operator Instructions]

Operator, do we have any questions?

At this time, there are no questions.

Well, with that being the case, I want to just thank each of you for your attendance today, your interest in KEY, your support of KEY. We are adjourned. Thank you.

This concludes the meeting. You may now disconnect.