Shareholders at KeyCorp in Cleveland soundly rejected a proposal to separate the chairman and chief executive roles.
The measure, championed by shareholder Gerald Armstrong, gained support from only about a quarter of voting shares. About 54% of shares supported the same measure when Armstrong proposed it at Key's 2012 annual meeting.
"Companies worldwide are routinely separating" the two roles, a representative for Armstrong unsuccessfully argued at Key's annual meeting Thursday. "An independent board chairman has been found to improve financial performance."
Beth Mooney, Key's chairman and CEO, defended the company's policies during the meeting.
The board "sets a high standard for its corporate governance" and works to have a diverse, independent board, Mooney said, adding that Key has a well-defined lead director role and that all but one of its board members are independent.
Key also increased the duties of its lead director, Alexander Cutler, after the 2012 vote. Cutler is chairman and chief executive of Eaton Corp.
Shareholders also approved Key's executive compensation, with 95% of shares showing support; all director nominees were reelected.
The $93 billion-asset Key is going through a transformation. In October it agreed to buy the $39.9 billion-asset First Niagara Financial in Buffalo, N.Y., in a deal that is expected to accelerate Key's organic efforts to ramp up mortgage lending. The deal is expected to close in the third quarter.
Key said in March that it would commit $16.5 billion in lending and investments to low- and moderate-income communities over the next five years.