KeyCorp Elects New Directors, Updates Executive Compensation

TL;DR

KeyCorp shakes up board with two new directors and revises CEO pay.

AI Summary

KeyCorp announced on March 14, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Amy L. Brady and David L. DeWeese, to its board, effective March 13, 2024. Additionally, the company entered into new employment agreements with certain named executive officers, including a new employment agreement with its CEO, Christopher M. Gorman.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board and executive compensation changes, which are common corporate events.

Key Players & Entities

• KeyCorp (company) — Filer of the 8-K
• Amy L. Brady (person) — Newly elected director
• David L. DeWeese (person) — Newly elected director
• Christopher M. Gorman (person) — CEO of KeyCorp
• March 14, 2024 (date) — Date of the 8-K filing
• March 13, 2024 (date) — Effective date for new director appointments

FAQ

Key Financial Figures

• $1 — ge on which registered Common Shares, $1 par value KEY New York Stock Exchan

Filing Documents

• d760913d8k.htm (8-K) — 33KB
• g760913g0315201931202.jpg (GRAPHIC) — 2KB
• 0001193125-24-069194.txt ( ) — 220KB
• key-20240314.xsd (EX-101.SCH) — 6KB
• key-20240314_def.xml (EX-101.DEF) — 15KB
• key-20240314_lab.xml (EX-101.LAB) — 27KB
• key-20240314_pre.xml (EX-101.PRE) — 16KB
• d760913d8k_htm.xml (XML) — 11KB

From the Filing

8-K 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): March 14, 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) 689-6300 (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. Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 14, 2024, the Board of Directors of KeyCorp (the "Company") appointed Stacy L. Gilbert as Chief Accounting Officer of the Company, effective as of March 15, 2024. In this role, Ms. Gilbert will serve as the Company's principal accounting officer. Prior to her appointment as Chief Accounting Officer, Ms. Gilbert, age 52, served as Corporate Controller of the Company since August 2023. She previously served as Assistant Corporate Controller and Senior Director of External Reporting and Accounting Policy. She first joined the Company in 2002, holding a variety of accounting roles, before leaving to join FirstMerit Corporation in 2008. She re-joined the Company in 2016. There is no arrangement or understanding with any person pursuant to which Ms. Gilbert was appointed as Chief Accounting Officer. There are no family relationships between Ms. Gilbert and any director or executive officer of the Company, and she is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K. In connection with her appointment, Ms. Gilbert will continue to be eligible for discretionary incentive compensation and benefits in accordance with the Company's plans and policies, with at least 50% of her total incentive compensation to be delivered as long-term incentive compensation. She will also be provided with limited executive benefits consistent with those provided to the Company's other executive officers, including an annual executive physical and tax and financial planning. Additional information about the Company's executive compensation program can be found in its 2023 Proxy Statement. Ms. Gilbert will also enter into the Company's standard form of Change of Control Agreement (Tier II), the form of which was filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017. 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: March 15, 2024 /s/ Andrea R. McCarthy By: Andrea R. McCarthy Assistant Secretary

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View this 8-K filing on SEC EDGAR