KeyCorp Files 8-K/A Amendment on Officer/Director Changes

Ticker: KEY-PL · Form: 8-K/A · Filed: Jan 3, 2025 · CIK: 91576

Sentiment: neutral

Topics: corporate-governance, officer-changes, director-changes, amendment

Related Tickers: KEY

TL;DR

KeyCorp amended its 8-K filing on Jan 3, 2025, detailing director/officer changes and compensation as of Dec 27, 2024.

AI Summary

KeyCorp filed an amendment (8-K/A) on January 3, 2025, related to events on December 27, 2024. The filing concerns the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. It also references depositary shares representing interests in preferred stock series E.

Why It Matters

This amendment provides updated information regarding changes in KeyCorp's leadership and executive compensation, which can impact investor confidence and corporate governance.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, primarily providing updated details on corporate governance and executive matters, which typically carries a low risk.

Key Players & Entities

FAQ

What specific event triggered the filing of this 8-K/A amendment?

The amendment relates to the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers, with the earliest event reported as of December 27, 2024.

When was this amendment filed with the SEC?

This 8-K/A amendment was filed as of January 3, 2025.

What is the primary subject matter of this filing?

The filing concerns changes in corporate leadership (directors and officers) and related compensation arrangements.

Does the filing mention any specific financial instruments?

Yes, the filing mentions Depositary Shares, each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E.

What was KeyCorp's former company name?

KeyCorp's former company name was Society Corp, with a date of name change on July 3, 1992.

Filing Stats: 920 words · 4 min read · ~3 pages · Grade level 13.4 · Accepted 2025-01-03 16:30:55

Key Financial Figures

Filing Documents

From the Filing

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K /A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2024 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 1/40th 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. EXPLANATORY NOTE KeyCorp (the "Company") is filing this amendment (this "Amendment") to the Current Report on Form 8-K originally filed by the Company with the Securities and Exchange Commission on December 31, 2024 (the "Original Form 8-K") solely for the purpose of correcting a scrivener's error contained in the table set forth under the caption "Capital and Earnings Improvement Awards" under Item 5.02 of the Original Form 8-K. The error related to the value of the Capital and Earnings Improvement Awards granted to each of Andrew J. "Randy" Paine and Angela G. Mago. No other changes are being made to any other disclosure contained in the Original Form 8-K. All defined terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Original Form 8-K. Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Capital and Earnings Improvement Awards On December 30, 2024, the Compensation and Organization Committee of the Board (the "Compensation Committee") granted share-settled performance-based equity awards (the "Capital and Earnings Improvement Awards" or, the "Awards") under the Company's Amended and Restated 2019 Equity Plan to the Company's executive leadership team, including, but not limited to, each of its named executive officers: (i) Christopher M. Gorman, Chairman and Chief Executive Officer; (ii) Clark Khayat, Chief Financial Officer, (iii) Andrew J. "Randy" Paine, Head of Institutional Bank; (iv) Angela G. Mago, Chief Human Resources Officer; and (v) Amy G. Brady, Chief Information Officer. The Compensation Committee granted the Awards to increase long-term Company stock ownership levels by the executives and retain the talent the Company needs to continue to generate and deliver long-term shareholder value from the Scotiabank strategic minority investment. Vesting of the Awards will occur in January 2027 based on the extent to which the Company satisfies certain regulatory capital requirements, as well as pre-determined cumulative earnings per share goals and marked CET-1 capital goals during the two-year period that begins January 1, 2025 and ends December 31, 2026. The maximum payout level for the Awards is 150% of target. The Compensation Committee has capped

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