KeyCorp 8-K 2025-05-15

Filed 2025-05-19. 1 sections, 9K characters. Original on sec.gov · Markdown · JSON

Form 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 15, 2025

KeyCorp

keylogoa11.jpg

(Exact name of registrant as specified in its charter)

Ohio001-1130234-6542451
State or other jurisdiction of incorporation or organization:Commission File NumberI.R.S. Employer Identification Number:
127 Public Square,Cleveland,Ohio44114-1306
Address of principal executive offices: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 (see General Instruction A.2. below):
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares, $1 par valueKEYNew 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 PrINew 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 PrJNew 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 PrKNew 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 PrLNew 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. ☐

I****tem 5.07 Submission of Matters to a Vote of Security Holders.

At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the “Annual Meeting”), shareholders elected all fifteen 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 2025 fiscal year and 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 28, 2025).

The final voting results from the Annual Meeting are as follows, rounded down to the nearest whole share:

Proposal One—Election of Directors

NOMINEEFORAGAINSTABSTAINBROKER NON-VOTE
Jacqueline L. Allard895,638,1688,917,901738,61384,541,479
Alexander M. Cutler859,129,40345,346,738818,34784,541,479
H. James Dallas869,420,62534,310,3041,563,55984,541,479
Elizabeth R. Gile871,614,62932,230,4501,449,61184,541,479
Ruth Ann M. Gillis877,845,47326,721,725726,89084,541,479
Christopher M. Gorman868,560,48335,807,794926,21284,541,479
Robin N. Hayes896,480,5167,911,967902,00584,541,479
Carlton L. Highsmith890,869,46213,439,090985,93684,541,479
Richard J. Hipple868,184,60536,301,351808,53384,541,479
Somesh Khanna890,793,40113,530,373969,66284,541,479
Devina A. Rankin900,393,3034,146,224754,96184,541,479
Barbara R. Snyder864,986,95238,860,4651,447,07184,541,479
Richard J. Tobin896,331,5248,111,978850,98784,541,479
Todd J. Vasos874,742,08329,743,930808,47584,541,479
David K. Wilson894,242,64710,222,932828,90984,541,479

Proposal Two—Ratification of the Appointment of Ernst & Young LLP as KeyCorp’s Independent Auditors for 2025

FORAGAINSTABSTAIN
958,003,10130,704,3001,128,768

Proposal Three—Advisory Approval of KeyCorp’s Executive Compensation

FORAGAINSTABSTAINBROKER NON-VOTE
570,696,333332,498,7012,099,65684,541,479
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 hereunto duly authorized.
KEYCORP
(Registrant)
Date: May 19, 2025/s/ Andrea R. McCarthy
Name: Andrea R. McCarthy
Title: Assistant Secretary