Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The Board of Directors (the "Board" or "Board of Directors") of KeyCorp ("KeyCorp" or the "Company") previously approved, subject to shareholder approval, the KeyCorp Amended and Restated 2019 Equity Compensation Plan (the "A&R Plan"). As described below under Item 5.07, KeyCorp shareholders approved the A&R Plan at the 2023 Annual Meeting of Shareholders (the "Annual Meeting") held on May 11, 2023. The A&R Plan became effective upon shareholder approval and, among other things, increased the number of common shares authorized for issuance under the A&R Plan by 40,000,000 common shares, extended the term of the A&R Plan by approximately four years (until May 10, 2033) and imposed an annual limit on the equity and cash compensation of non-employee directors.

A description of the material terms of the A&R Plan was included in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2023 (the "Proxy Statement"). The foregoing description of the A&R Plan is qualified in its entirety by reference to the full text of the A&R Plan, a copy of which is included as Exhibit 10.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, held on May 11, 2023, shareholders elected all thirteen of the directors nominated by the KeyCorp Board of Directors. Each director received a greater number of votes cast for his or her election than votes against his or her election, as stated below. The shareholders also ratified the appointment of Ernst & Young LLP as KeyCorp's independent auditor for the 2023 fiscal year, approved on an advisory basis KeyCorp's executive compensation as described in the Proxy Statement, approved on an advisory basis an annual frequency for KeyCorp's shareholder advisory vote on executive compensation, approved the A&R Plan, and rejected a shareholder proposal seeking to separate the offices of Chairman and Chief Executive Officer.

The final voting results from the meeting are as follows, rounded down to the nearest whole share:

Proposal One-Election of Directors



                                                                 BROKER
       NOMINEE              FOR        AGAINST      ABSTAIN     NON-VOTE
Alexander M. Cutler     657,318,121   65,058,762   1,013,877   89,159,417
H. James Dallas         682,992,141   39,398,687   1,001,240   89,159,417
Elizabeth R. Gile       685,771,626   36,707,668    912,773    89,159,417
Ruth Ann M. Gillis      695,104,863   27,398,641    888,563    89,159,417
Christopher M. Gorman   673,692,820   46,397,102   3,302,145   89,159,417
Robin N. Hayes          717,935,430   4,452,204    1,004,433   89,159,417
Carlton L. Highsmith    705,995,314   16,398,683    998,071    89,159,417
Richard J. Hipple       688,397,410   33,991,443   1,003,215   89,159,417
Devina A. Rankin        716,449,579   6,055,476     887,012    89,159,417
Barbara R. Snyder       676,431,849   46,073,322    886,895    89,159,417
Richard L. Tobin        713,558,537   8,873,568     959,962    89,159,417
Todd J. Vasos           713,556,846   8,868,992     966,229    89,159,417
David K. Wilson         718,315,484   4,205,897     870,686    89,159,417

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Proposal Two-Ratification of the Appointment of Ernst & Young LLP as KeyCorp's Independent Auditor for 2023



    FOR        AGAINST     ABSTAIN
781,494,076   30,209,123   848,286

Proposal Three-Advisory Approval of KeyCorp's Executive Compensation



                                         BROKER
    FOR        AGAINST      ABSTAIN     NON-VOTE
674,432,282   46,879,231   2,080,553   89,159,417

Proposal Four-Advisory Approval of the Frequency of the Shareholder Advisory Vote on KeyCorp's Executive Compensation



                                                      BROKER
 ONE YEAR     TWO YEARS   THREE YEARS    ABSTAIN     NON-VOTE
704,393,992   1,846,792   15,675,564    1,475,720   89,159,417

Proposal Five-Approval of the KeyCorp Amended and Restated 2019 Equity Compensation Plan



                                         BROKER
    FOR        AGAINST      ABSTAIN     NON-VOTE
655,104,284   66,059,456   2,228,327   89,159,417

Proposal Six-Shareholder Proposal Seeking an Independent Board Chairperson



                                          BROKER
    FOR         AGAINST      ABSTAIN     NON-VOTE
260,226,191   461,344,073   1,821,804   89,159,417

As shown above, KeyCorp's shareholders recommended, in a non-binding advisory vote, that KeyCorp hold a non-binding advisory vote on the compensation of KeyCorp's named executive officers, as disclosed in the proxy statement, on an annual basis. Accordingly, in light of this recommendation and other factors considered by the Board, the Board has determined that KeyCorp will hold a non-binding advisory vote on the compensation of KeyCorp's named executive officers on an annual basis until the Board otherwise determines that a different frequency for such advisory vote is in the best interests of KeyCorp and its shareholders.

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Item 9.01 Financial Statements and Exhibits.





Exhibit
  No.                                    Description

10.1          KeyCorp Amended and Restated 2019 Equity Compensation Plan
            (incorporated herein by reference to Exhibit 99.1 to KeyCorp's
            Registration Statement on Form S-8 filed with the Securities and
            Exchange Commission on May 11, 2023).

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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