KeyCorp (KEY) Proxy filing summary

Voting matters and shareholder proposals

• Election of 14 directors is up for shareholder vote, with board recommending approval of all nominees.

• Ratification of the appointment of the independent auditor is proposed, with board support.

• Advisory approval of executive compensation is on the agenda, recommended by the board.

• Approval of the 2026 Equity Compensation Plan is proposed, with board recommendation to approve.

Board of directors and corporate governance

• Board recommends all 14 director nominees for election at the annual meeting.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included as a key agenda item, with board support.

• 2026 Equity Compensation Plan is up for approval, aiming to align executive incentives.