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): November 17, 2022

KeyCorp

(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) 689-3000

(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:

☐ 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 November 17, 2022, KeyCorp (the “Company” or “Key”) issued a press release announcing that Donald R. Kimble, Vice Chairman, Chief Administrative Officer and Chief Financial Officer of the Company, will retire from the Company effective May 1, 2023. The Company also announced that Clark H.I. Khayat, Chief Strategy Officer of the Company, will succeed Mr. Kimble as Chief Financial Officer effective upon Mr. Kimble’s retirement.

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

Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “goal,” “objective,” “plan,” “expect,” “assume,” “anticipate,” “intend,” “project,” “believe,” “estimate,” “will,” “would,” “should,” “could,” or other words of similar meaning. Forward-looking statements provide management’s current expectations or forecasts of future events. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual results could vary materially from these projections or expectations. Factors that could cause Key’s actual results, circumstances, results or aspirations to differ from those described in the forward-looking statements can be found in Key’s Form 10-K for the year ended December 31, 2021, and any subsequent reports filed with the Securities and Exchange Commission (“SEC”) by Key, as well as Key’s registration statements under the Securities Act of 1933, as amended, all of which are or will upon filing be accessible on the SEC’s website at www.sec.gov and on Key’s website at www.key.com/ir. Forward looking statements speak only as of the date they are made and Key does not undertake any obligation to update the forward-looking statements to reflect new information or future events.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated November 17, 2022.
104	Cover Page Interactive Data File (embedded within the 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: November 17, 2022
		/s/ James L. Waters
	By:	James L. Waters
		General Counsel and Secretary

EX-99.1

Exhibit 99.1

KeyCorp announces retirement of Chief Financial Officer, Donald R. Kimble

and names Chief Strategy Officer, Clark H.I. Khayat, as successor

CLEVELAND, November 17, 2022 /PRNewswire/ — KeyCorp (NYSE:KEY) announced that Donald R. Kimble, Chief Financial Officer (CFO) and Chief Administrative Officer, will retire on May 1, 2023. He will be succeeded by Clark H.I. Khayat, currently Chief Strategy Officer.

“Don is a highly respected leader both inside and outside our company, using his expertise to help shape our strategy and position Key for sound, profitable growth,” said Christopher M. Gorman, Chairman and Chief Executive Officer of KeyCorp. “On a personal note, I want to thank Don for his tireless commitment, sound judgement, and steadfast leadership.”

“I want to congratulate Clark on his planned succession as KeyCorp’s Chief Financial Officer upon Don’s retirement,” Chris added. “Clark is a strategic and purpose-driven leader who has played a critical role in both developing and executing our strategy. He has a deep understanding of the operating environment, our industry, and our organization.”

Khayat will continue to serve as a member of KeyCorp’s executive leadership team reporting to Chairman and Chief Executive Officer Chris Gorman and as CFO, will oversee the finance function, including such areas as accounting, tax, treasury, financial planning and analysis, investor relations and corporate strategy.

Khayat joined KeyCorp in 2012, leading Corporate Strategy and then serving as Group Head of Commercial Payments. He established Key’s enterprise payments and Fintech partnership strategies. Khayat led the company’s strategy to build targeted scale through a series of investments in capabilities such as digital and analytics as well as successful niche acquisitions, including Laurel Road, Cain Brothers, and Pacific Crest.

***

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 $190.1 billion at September 30, 2022. 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 1,300 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.

XML

Document and Entity Information	Nov. 17, 2022
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	Nov. 17, 2022
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	689-3000
Written Communications	false
Soliciting Material	false
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