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): May 9, 2024

KeyCorp

LOGO

(Exact name of registrant as specified in charter)

001-11302

(Commission File Number)


Ohio		34-6542451
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

127 Public Square

Cleveland, Ohio 44114-1306

(Address of principal executive offices and zip code)

(216) 689-6300

(Registrant’s telephone number, including area code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $1 par value	KEY	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)	KEY PrI	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)	KEY PrJ	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)	KEY PrK	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H)	KEY PrL	New York Stock Exchange

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 5.07

Submission of Matters to a Vote of Security Holders.

At the 2024 Annual Meeting of Shareholders of KeyCorp held on May 9, 2024 (the “Annual Meeting”), shareholders elected all thirteen of the directors nominated by the KeyCorp Board of Directors. Each director received a greater number of votes cast for his or her election than votes against his or her election, as stated below. The shareholders also ratified the appointment of Ernst & Young LLP as KeyCorp’s independent auditors for the 2024 fiscal year, approved on an advisory basis KeyCorp’s executive compensation (as described in KeyCorp’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 22, 2024), and rejected a shareholder proposal seeking to separate the offices of Chairman and Chief Executive Officer and the appointment of an independent chairperson.

The final voting results from the Annual Meeting are as follows, rounded down to the nearest whole share:

Proposal One—Election of Directors


NOMINEE	FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
Alexander M. Cutler		644,971,851		50,543,375		2,221,405		101,264,881
H. James Dallas		666,619,330		29,345,683		1,771,617		101,264,881
Elizabeth R. Gile		667,524,147		28,549,574		1,662,909		101,264,881
Ruth Ann M. Gillis		671,709,396		24,366,935		1,660,300		101,264,881
Christopher M. Gorman		652,380,745		43,500,545		1,855,340		101,264,881
Robin N. Hayes		691,071,268		4,805,761		1,859,601		101,264,881
Carlton L. Highsmith		682,886,199		13,009,530		1,840,265		101,264,881
Richard J. Hipple		663,946,779		31,941,557		1,848,158		101,264,881
Devina A. Rankin		691,035,796		4,913,555		1,787,279		101,264,881
Barbara R. Snyder		655,799,406		40,183,330		1,753,894		101,264,881
Richard J. Tobin		686,401,512		9,457,791		1,877,327		101,264,881
Todd J. Vasos		686,605,649		9,194,176		1,936,806		101,264,881
David K. Wilson		691,331,088		4,543,858		1,861,684		101,264,881

Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2024


FOR	AGAINST	ABSTAIN
767,644,410	29,940,101	1,417,000

Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
623,850,782	68,847,852	5,037,996	101,264,881

Proposal Four—Shareholder Proposal Seeking an Independent Board Chairperson


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
175,521,957	519,822,260	2,392,413	101,264,881

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 hereunto duly authorized.


						KEYCORP

Date: May 10, 2024

						/s/ Andrea R. McCarthy
						Name: Andrea R. McCarthy
						Title: Assistant Secretary

SEC Form 8-K filed by KeyCorp