KeyCorp Files 8-K on Security Holder Vote Matters

TL;DR

KeyCorp's shareholders are voting on important company matters.

AI Summary

On May 9, 2024, KeyCorp filed an 8-K report detailing the submission of matters to a vote of security holders. This filing pertains to KeyCorp's common shares, depositary shares representing preferred stock series E, and preferred stock series F, G, and H. The report was filed on May 10, 2024.

Why It Matters

This filing indicates that KeyCorp is seeking shareholder approval for certain corporate actions, which could impact the company's governance and future strategic decisions.

Risk Assessment

Risk Level: low — The filing is a routine procedural report regarding a shareholder vote, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• KeyCorp (company) — Registrant
• May 9, 2024 (date) — Earliest event reported
• May 10, 2024 (date) — Filing date
• Series E Preferred Stock (security) — Subject of vote
• Series F Preferred Stock (security) — Subject of vote
• Series G Preferred Stock (security) — Subject of vote
• Series H Preferred Stock (security) — Subject of vote

FAQ

Key Financial Figures

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

Filing Documents

• d839245d8k.htm (8-K) — 55KB
• g839245g82p42.jpg (GRAPHIC) — 5KB
• 0001193125-24-136216.txt ( ) — 243KB
• key-20240509.xsd (EX-101.SCH) — 4KB
• key-20240509_def.xml (EX-101.DEF) — 14KB
• key-20240509_lab.xml (EX-101.LAB) — 25KB
• key-20240509_pre.xml (EX-101.PRE) — 15KB
• d839245d8k_htm.xml (XML) — 10KB

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): May 9, 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. Item5.07 Submission of Matters to a Vote of Security Holders. At the 2024 Annual Meeting of Shareholders of KeyCorp held on May 9, 2024 (the "Annual Meeting"), 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 auditors for the 2024 fiscal year, approved on an advisory basis KeyCorp's executive compensation (as described in KeyCorp's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 22, 2024), and rejected a shareholder proposal seeking to separate the offices of Chairman and Chief Executive Officer and the appointment of an independent chairperson. The final voting results from the Annual 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 644,971,851 50,543,375 2,221,405 101,264,881 H. James Dallas 666,619,330 29,345,683 1,771,617 101,264,881 Elizabeth R. Gile 667,524,147 28,549,574 1,662,909 101,264,881 Ruth Ann M. Gillis 671,709,396 24,366,935 1,660,300 101,264,881 Christopher M. Gorman 652,380,745 43,500,545 1,855,340 101,264,881 Robin N. Hayes 691,071,268 4,805,761 1,859,601 101,264,881 Carlton L. Highsmith 682,886,199 13,009,530 1,840,265 101,264,881 Richard J. Hipple 663,946,779 31,941,557 1,848,158 101,264,881 Devina A. Rankin 691,035,796 4,913,555 1,787,279 101,264,881 Barbara R. Snyder 655,799,406 40,183,330 1,753,894 101,264,881 Richard J. Tobin 686,401,512 9,457,791 1,877,327 101,264,881 Todd J. Vasos 686,605,649 9,194,176 1,936,806 101,264,881 David K. Wilson 691,331,088 4,543,858 1,861,684 101,264,881 Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp's Independent Auditors for 2024 FOR AGAINST ABSTAIN 767,644,410 29,940,101 1,417,000 Proposal Three—Advisory Approval of KeyCorp's Executive Compensation FOR AGAINST ABSTAIN BROKER NON-VOTE 623,850,782 68,847,852 5,037,996 101,264,881 Proposal Four—Shareholder Proposal Seeking an

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View this 8-K filing on SEC EDGAR