UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 21, 2023, the Board of Directors (the “Board”) of KeyCorp (the “Company”) approved the amendment and restatement of the Company’s Regulations (as amended and restated, the “Fourth Amended and Restated Regulations”), which became effective immediately upon adoption. The Board adopted the Fourth Amended and Restated Regulations primarily to update certain procedural requirements in accordance with the universal proxy rules recently adopted by the Securities and Exchange Commission (the “SEC”). Specifically, in addition to other ministerial changes, the Fourth Amended and Restated Regulations:
• | update certain procedural mechanics and disclosure requirements for shareholder nominations of directors and submissions of proposals for other business made in connection with annual and special meetings of shareholders, including to address rules related to the use of universal proxy cards adopted by the SEC under Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; |
• | require shareholders directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; and |
• | include the independent lead director of the Board in the list of individuals who may call a special meeting of the Board. |
The description of the changes implemented by the Fourth Amended and Restated Regulations is qualified in its entirety by reference to the full text of the Fourth Amended and Restated Regulations, a copy of which (marked to show changes) is filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description of Exhibit | |
3.1 | Fourth Amended and Restated Regulations of KeyCorp, effective September 21, 2023 (marked to show changes). | |
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: September 22, 2023 | ||||||
/s/ Andrea R. McCarthy | ||||||
Name: | Andrea R. McCarthy | |||||
Title: | Assistant Secretary |