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 21, 2020   KeyCorp (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) 689-3000 (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: ☐ 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 1/40 th 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 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 KeyCorp’s 2020 Annual Meeting of Shareholders held on May 21, 2020, shareholders elected all twelve 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 auditor for 2020, approved on an advisory basis KeyCorp’s executive compensation as described in KeyCorp’s 2020 proxy statement, and rejected a shareholder proposal seeking to reduce the ownership threshold to call a special shareholder meeting. The final voting results from the meeting are as follows: Proposal One—Election of Directors NOMINEE   FOR   AGAINST   ABSTAIN   BROKER NON-VOTE Bruce D. Broussard   767,286,144   8,526,773   999,441   85,590,853 Gary M. Crosby   757,689,484   17,893,420   1,229,454   85,590,853 Alexander M. Cutler   735,136,392   40,590,187   1,085,778   85,590,853 H. James Dallas   746,797,222   28,725,417   1,289,718   85,590,853 Elizabeth R. Gile   770,993,160   4,814,390   1,004,808   85,590,853 Ruth Ann M. Gillis   759,346,404   16,534,785   931,168   85,590,853 Christopher M. Gorman   730,934,407   44,173,892   1,704,058   85,590,853 Carlton L. Highsmith   770,614,430   4,918,490   1,279,436   85,590,853 Richard J. Hipple   770,128,544   5,403,444   1,280,369   85,590,853 Kristen L. Manos   757,960,190   17,832,428   1,019,739   85,590,853 Barbara R. Snyder   763,821,968   12,048,358   942,031   85,590,853 David K. Wilson   771,644,780   4,053,689   1,113,888   85,590,853 Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2020 FOR   AGAINST   ABSTAIN 822,010,708   39,371,888   1,020,615 Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 721,411,774   52,956,206   2,444,377   85,590,853 Proposal Four—Shareholder Proposal Seeking to Reduce the Ownership Threshold to Call a Special Shareholder Meeting FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 357,065,484   416,515,212   3,231,661   85,590,853 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 thereunto duly authorized.     KeyCorp               Date: May 26, 2020                         By:   /s/ Craig T. Beazer     Name:   Craig T. Beazer     Title:   General Counsel and Secretary