Bylaw Amendment · 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 13, 2021     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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As noted in Item 5.07 below, at KeyCorp’s 2021 Annual Meeting of Shareholders held on May 13, 2021, shareholders voted to amend Article I, Section 3 of KeyCorp’s Third Amended and Restated Regulations (the “Regulations”) to change the threshold to call a special shareholder meeting from 25% to 15%. This amendment to the Regulations was effective immediately upon approval by shareholder vote on May 13, 2021. A copy of the amendment to KeyCorp’s Third Amended and Restated Regulations is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.   Item 5.07 Submission of Matters to a Vote of Security Holders. At KeyCorp’s 2021 Annual Meeting of Shareholders held on May 13, 2021, 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 auditor for 2021, approved on an advisory basis KeyCorp’s executive compensation as described in KeyCorp’s 2021 proxy statement, approved KeyCorp’s Second Amended and Restated Discounted Stock Purchase Plan as described in KeyCorp’s 2021 proxy statement, and approved a management proposal to reduce the ownership threshold to call a special shareholder meeting to 15% as described in KeyCorp’s 2021 proxy statement. 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   764,492,950   7,092,202   882,331   69,651,914 Alexander M. Cutler   651,705,116   119,887,724   874,644   69,651,914 H. James Dallas   745,206,861   26,363,628   896,994   69,651,914 Elizabeth R. Gile   755,616,729   16,061,186   789,568   69,651,914 Ruth Ann M. Gillis   763,219,569   8,450,470   797,445   69,651,914 Christopher M. Gorman   727,130,924   42,653,171   2,683,389   69,651,914 Robin N. Hayes   768,561,712   3,074,933   825,972   69,651,914 Carlton L. Highsmith   765,239,323   6,398,178   829,982   69,651,914 Richard J. Hipple   763,279,115   8,299,391   888,978   69,651,914 Devina A. Rankin   768,713,378   2,912,073   842,033   69,651,914 Barbara R. Snyder   751,560,871   20,130,500   776,113   69,651,914 Todd J. Vasos   766,380,751   5,217,717   869,015   69,651,914 David K. Wilson   768,382,431   3,212,912   872,140   69,651,914 Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2021   FOR    AGAINST   ABSTAIN 723,905,712    117,366,179   847,507 Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation   FOR    AGAINST    ABSTAIN    BROKER NON-VOTE 720,739,680    49,808,427    1,919,377    69,651,914 Proposal Four—Approval of KeyCorp’s Second Amended and Restated Discounted Stock Purchase Plan   FOR    AGAINST    ABSTAIN    BROKER NON-VOTE 763,581,057    7,406,269    1,480,158    69,651,914 Proposal Five—Proposal to Reduce Ownership Threshold to Call Special Shareholder Meeting   FOR    AGAINST    ABSTAIN    BROKER NON-VOTE 764,066,416    6,834,253    1,566,814    69,651,914   Item 9.01 Financial Statements and Exhibits.   3.1    First Amendment to Third Amended and Restated Regulations, effective May 13, 2021. 104    Cover Page Interactive Data File (embedded within the Inline XBRL document). 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 14, 2021           By:   /s/ Carrie A. Benedict     Name:   Carrie A. Benedict     Title:     Assistant Secretary