Shareholder Vote

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 15, 2025   KeyCorp (Exact name of registrant as specified in its charter)   Ohio 001-11302 34-6542451 State or other jurisdiction of incorporation or organization: Commission File Number I.R.S. Employer Identification Number: 127 Public Square, Cleveland, Ohio 44114-1306 Address of principal executive offices: Zip Code: ( 216 ) 689-3000 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 (see General Instruction A.2. below): ☐ 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. ☐ I tem 5.07      Submission of Matters to a Vote of Security Holders. At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the “Annual Meeting”), shareholders elected all fifteen 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 2025 fiscal year and 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 28, 2025). 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   Jacqueline L. Allard 895,638,168   8,917,901    738,613 84,541,479   Alexander M. Cutler   859,129,403 45,346,738      818,347   84,541,479   H. James Dallas   869,420,625   34,310,304   1,563,559   84,541,479   Elizabeth R. Gile   871,614,629   32,230,450   1,449,611   84,541,479   Ruth Ann M. Gillis   877,845,473 26,721,725    726,890   84,541,479   Christopher M. Gorman   868,560,483   35,807,794      926,212   84,541,479   Robin N. Hayes   896,480,516     7,911,967      902,005   84,541,479   Carlton L. Highsmith   890,869,462 13,439,090      985,936   84,541,479   Richard J. Hipple   868,184,605   36,301,351      808,533   84,541,479   Somesh Khanna 890,793,401 13,530,373    969,662 84,541,479   Devina A. Rankin   900,393,303     4,146,224      754,961   84,541,479   Barbara R. Snyder   864,986,952   38,860,465   1,447,071   84,541,479   Richard J. Tobin   896,331,524     8,111,978      850,987   84,541,479   Todd J. Vasos   874,742,083   29,743,930      808,475   84,541,479   David K. Wilson   894,242,647   10,222,932      828,909   84,541,479 Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2025   FOR   AGAINST    ABSTAIN       958,003,101 30,704,300 1,128,768    Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation   FOR    AGAINST    ABSTAIN    BROKER NON-VOTE   570,696,333 332,498,701 2,099,656 84,541,479 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 (Registrant) Date: May 19, 2025 /s/ Andrea R. McCarthy Name: Andrea R. McCarthy Title: Assistant Secretary