KEYCORP /NEW/ false 0000091576 0000091576 2024-02-23 2024-02-23 0000091576 key:CommonShares1ParValueMember 2024-02-23 2024-02-23 0000091576 key:DepositarySharesEachRepresentingA140thInterestInAShareOfFixedToFloatingRatePerpetualNonCumulativePreferredStockSeriesEMember 2024-02-23 2024-02-23 0000091576 us-gaap:SeriesFPreferredStockMember 2024-02-23 2024-02-23 0000091576 us-gaap:SeriesGPreferredStockMember 2024-02-23 2024-02-23 0000091576 us-gaap:SeriesHPreferredStockMember 2024-02-23 2024-02-23

 

 

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): February 23, 2024

 

 

KeyCorp

 

LOGO

(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. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2024, KeyCorp (the “Company”) issued a press release announcing that Douglas M. Schosser, Chief Accounting Officer of the Company, intends to resign from the Company, effective March 15, 2024, to pursue a senior executive position at another company. The Company also announced that Stacy L. Gilbert, Corporate Controller of the Company, will succeed Mr. Schosser as Chief Accounting Officer and assume the responsibilities of the Company’s principal accounting officer effective upon Mr. Schosser’s resignation.

A copy of the Company’s press release announcing Mr. Schosser’s resignation and the naming of Ms. Gilbert as his successor is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description of Exhibit

99.1    Press Release dated February 26, 2024.
104    Cover Page Interactive Data File (embedded within Inline XBRL document).

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 thereunto duly authorized.

 

      KEYCORP
Date: February 26, 2024    
     

/s/ James L. Waters

      By: James L. Waters
      General Counsel and Secretary

Exhibit 99.1

KeyCorp announces Stacy L. Gilbert to succeed

Douglas M. Schosser as Chief Accounting Officer

CLEVELAND, February 26, 2024 /PRNewswire/ — KeyCorp (NYSE:KEY) announced that Douglas M. Schosser, currently Chief Accounting Officer, will be leaving the company to pursue a senior executive position at another company, effective March 15, 2024. Stacy L. Gilbert will succeed him as KeyCorp’s Chief Accounting Officer at that time.

Stacy has served as Corporate Controller of KeyCorp since August 2023. She previously served as Assistant Corporate Controller and Senior Director of External Reporting and Accounting Policy. Stacy first joined Key in 2002, holding a variety of accounting roles, before leaving to join FirstMerit Corporation in 2008. She re-joined Key in 2016.

“I would like to congratulate Stacy on her appointment,” said Clark Khayat, Chief Financial Officer of KeyCorp. “Her more than 25 years of accounting and financial reporting experience with publicly traded financial institutions will serve us well. I am confident that this well-planned succession will result in a smooth transition.”

“I want to thank Doug for his significant contributions to Key during his more than 25 years at our company,” Clark added. “We wish him all the best in his next endeavor.”

***

About KeyCorp

KeyCorp’s roots trace back nearly 200 years to Albany, New York. Headquartered in Cleveland, Ohio, Key is one of the nation’s largest bank-based financial services companies, with assets of approximately $188 billion at December 31, 2023. Key provides deposit, lending, cash management, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of approximately 1,000 branches and approximately 1,200 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications, and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com. KeyBank is Member FDIC.

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Document and Entity Information
Feb. 23, 2024
Document And Entity Information [Line Items]  
Entity Registrant Name KEYCORP /NEW/
Amendment Flag false
Entity Central Index Key 0000091576
Document Type 8-K
Document Period End Date Feb. 23, 2024
Entity File Number 001-11302
Entity Incorporation State Country Code OH
Entity Tax Identification Number 34-6542451
Entity Address, Address Line One 127 Public Square
Entity Address, City or Town Cleveland
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44114-1306
City Area Code (216)
Local Phone Number 689-6300
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Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Shares 1 Par Value [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Shares, $1 par value
Trading Symbol KEY
Security Exchange Name NYSE
Depositary Shares Each Representing A 140th Interest In A Share Of Fixed To Floating Rate Perpetual Not Cumulative Preferred Stock Series E [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)
Trading Symbol KEY PrI
Security Exchange Name NYSE
Series F Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)
Trading Symbol KEY PrJ
Security Exchange Name NYSE
Series G Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)
Trading Symbol KEY PrK
Security Exchange Name NYSE
Series H Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H)
Trading Symbol KEY PrL
Security Exchange Name NYSE
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