Executive Change · 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 11, 2023     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) 689-6300 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Board of Directors (the “Board” or “Board of Directors”) of KeyCorp (“KeyCorp” or the “Company”) previously approved, subject to shareholder approval, the KeyCorp Amended and Restated 2019 Equity Compensation Plan (the “A&R Plan”). As described below under Item 5.07, KeyCorp shareholders approved the A&R Plan at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 11, 2023. The A&R Plan became effective upon shareholder approval and, among other things, increased the number of common shares authorized for issuance under the A&R Plan by 40,000,000 common shares, extended the term of the A&R Plan by approximately four years (until May 10, 2033) and imposed an annual limit on the equity and cash compensation of non-employee directors. A description of the material terms of the A&R Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2023 (the “Proxy Statement”). The foregoing description of the A&R Plan is qualified in its entirety by reference to the full text of the A&R Plan, a copy of which is included as Exhibit 10.1 and incorporated herein by reference.   Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, held on May 11, 2023, 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 the 2023 fiscal year, approved on an advisory basis KeyCorp’s executive compensation as described in the Proxy Statement, approved on an advisory basis an annual frequency for KeyCorp’s shareholder advisory vote on executive compensation, approved the A&R Plan, and rejected a shareholder proposal seeking to separate the offices of Chairman and Chief Executive Officer. The final voting results from the 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   657,318,121   65,058,762   1,013,877   89,159,417 H. James Dallas   682,992,141   39,398,687   1,001,240   89,159,417 Elizabeth R. Gile   685,771,626   36,707,668   912,773   89,159,417 Ruth Ann M. Gillis   695,104,863   27,398,641   888,563   89,159,417 Christopher M. Gorman   673,692,820   46,397,102   3,302,145   89,159,417 Robin N. Hayes   717,935,430   4,452,204   1,004,433   89,159,417 Carlton L. Highsmith   705,995,314   16,398,683   998,071   89,159,417 Richard J. Hipple   688,397,410   33,991,443   1,003,215   89,159,417 Devina A. Rankin   716,449,579   6,055,476   887,012   89,159,417 Barbara R. Snyder   676,431,849   46,073,322   886,895   89,159,417 Richard L. Tobin   713,558,537   8,873,568   959,962   89,159,417 Todd J. Vasos   713,556,846   8,868,992   966,229   89,159,417 David K. Wilson   718,315,484   4,205,897   870,686   89,159,417 Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditor for 2023   FOR   AGAINST   ABSTAIN 781,494,076   30,209,123   848,286 Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation   FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 674,432,282   46,879,231   2,080,553   89,159,417 Proposal Four—Advisory Approval of the Frequency of the Shareholder Advisory Vote on KeyCorp’s Executive Compensation   ONE YEAR   TWO YEARS   THREE YEARS   ABSTAIN   BROKER NON-VOTE 704,393,992   1,846,792   15,675,564   1,475,720   89,159,417 Proposal Five—Approval of the KeyCorp Amended and Restated 2019 Equity Compensation Plan   FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 655,104,284   66,059,456   2,228,327   89,159,417 Proposal Six—Shareholder Proposal Seeking an Independent Board Chairperson   FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 260,226,191   461,344,073   1,821,804   89,159,417 As shown above, KeyCorp’s shareholders recommended, in a non-binding advisory vote, that KeyCorp hold a non-binding advisory vote on the compensation of KeyCorp’s named executive officers, as disclosed in the proxy statement, on an annual basis. Accordingly, in light of this recommendation and other factors considered by the Board, the Board has determined that KeyCorp will hold a non-binding advisory vote on the compensation of KeyCorp’s named executive officers on an annual basis until the Board otherwise determines that a different frequency for such advisory vote is in the best interests of KeyCorp and its shareholders. Item 9.01 Financial Statements and Exhibits.   Exhibit No.    Description 10.1    KeyCorp Amended and Restated 2019 Equity Compensation Plan (incorporated herein by reference to Exhibit  99.1 to KeyCorp’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May  11, 2023). 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 12, 2023         /s/ Andrea R. McCarthy     Name:   Andrea R. McCarthy     Title:   Assistant Secretary