Shareholders approved KeyCorp's (KEY) executive say-on-pay plan during the Cleveland bank's calmest annual meeting in years.
Ninety-five percent of investors casting votes backed the compensation plan for executive officers Thursday.
Shareholders have approved the executive pay plans at JPMorgan Chase (JPM), Bank of America (BAC) and other banks this spring, but rejected them at Citigroup (C) and FirstMerit (FMER). The Dodd-Frank Act mandates these nonbinding votes.
Separately, the KeyCorp board raised the dividend to a nickel per share, from 3 cents.
Shareholders also approved 14 board nominees, ratified KeyCorp's independent auditor and passed a nonbinding proposal for an independent, nonexecutive chairman of the board. KeyCorp said it would review the recommendation to split the chairman and chief executive jobs, now held by Beth Mooney.
"I feel very good about it," said Gerald R. Armstrong, the Denver-based activist shareholder who offered the recommendation for a split. "They actively opposed it. There is a sense that justice has prevailed. I had lots of conversations about this, and a lot of shareholders called and supported me on this 100% of the way."
Armstrong has made similar — but unsuccessful — proposals to Wells Fargo (WFC) and Porter Bancorp (PBIB).
A year ago KeyCorp was among the first federal-aid recipients to get a negative advisory vote on its executive pay. In the two years before that, former CEO Henry Meyer 3rd faced tough and angry questions from shareholders about big real estate losses that sent shares tumbling.
On Thursday, just one shareholder spoke up during the 35-minute meeting, imploring Mooney and other board members to restore KeyCorp to its former greatness and to always put shareholders first.
The company's disciplined growth strategy reflects the board's commitment to shareholders, Mooney replied.
Only one of the directors approved Thursday is new to the board — Richard Hipple, the president and chief executive of engineered materials maker Materion in Mayfield Heights, Ohio.