8-K current report · filed May 14, 2026

KeyCorp (KEY) 8-K Current Report: May 14, 2026

Item 5.02Item 5.07Item 8.01KEY overviewOriginal on SEC EDGAR

Short answer

KeyCorp (KEY) filed an 8-K current report with the SEC on May 14, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders), Item 8.01 (Other Events). KeyCorp disclosed a 2026 Equity Compensation Plan previously approved by the Board, pending shareholder approval.

KeyCorp 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • KeyCorp disclosed a 2026 Equity Compensation Plan previously approved by the Board, pending shareholder approval
  • Shareholder vote represents the key approval milestone for future equity-based compensation

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • All 14 director nominees elected, with each receiving more votes for than against
  • Ernst & Young auditor appointment ratified for fiscal 2026, with 903.6M votes for
  • Executive compensation advisory approval passed, with 791.4M votes for
  • 2026 Plan approved, with 834.4M votes for and 90.5M broker non-votes

Item 8.01 · Other Events

  • Board authorized up to $3.0 billion in KeyCorp common-share repurchases
  • Potential reduction in shares outstanding, supporting per-share metrics and shareholder returns
  • Authorization signals capital-return capacity, but timing and execution remain management-dependent
  • Press release in Exhibit 99.1 contains additional program terms and conditions

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