KeyCorp (KEY) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2026, and will be held virtually, with shareholders voting on director elections, executive compensation, auditor ratification, and a new equity compensation plan.

• Record date for voting is March 20, 2026, with over 1 billion shares outstanding and each share entitled to one vote.

• Shareholders can vote online, by mail, or by telephone, and are encouraged to vote in advance even if attending virtually.

Voting matters and shareholder proposals

• Four main proposals: election of 14 directors for one-year terms, ratification of Ernst & Young as independent auditor for 2026, advisory approval of executive compensation, and approval of the 2026 Equity Compensation Plan.

• Board recommends voting “FOR” all proposals and nominees.

• Shareholders may submit additional proposals or director nominations for the 2027 meeting, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of 14 members, with a majority being independent; two new independent directors nominated for 2026.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Risk, Technology) are composed solely of independent directors.

• Lead Independent Director has significant responsibilities, including agenda approval, shareholder engagement, and oversight of governance enhancements.

• Annual board, committee, and director self-assessments are conducted to ensure effectiveness.

• Board refreshment and diversity are emphasized, with a median tenure of 5.5 years and six new directors since 2020.