KEY 8-K/A
Keycorp /New/ (KEY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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Securities Registered Pursuant to Section 12(b) of the Act:
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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. ☐
EXPLANATORY NOTE
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Capital and Earnings Improvement Awards
On December 30, 2024, the Compensation and Organization Committee of the Board (the “Compensation Committee”) granted share-settled performance-based equity awards (the “Capital and Earnings Improvement Awards” or, the “Awards”) under the Company’s Amended and Restated 2019 Equity Plan to the Company’s executive leadership team, including, but not limited to, each of its named executive officers: (i) Christopher M. Gorman, Chairman and Chief Executive Officer; (ii) Clark Khayat, Chief Financial Officer, (iii) Andrew J. “Randy” Paine, Head of Institutional Bank; (iv) Angela G. Mago, Chief Human Resources Officer; and (v) Amy G. Brady, Chief Information Officer. The Compensation Committee granted the Awards to increase long-term Company stock ownership levels by the executives and retain the talent the Company needs to continue to generate and deliver long-term shareholder value from the Scotiabank strategic minority investment.
Vesting of the Awards will occur in January 2027 based on the extent to which the Company satisfies certain regulatory capital requirements, as well as pre-determined cumulative earnings per share goals and marked CET-1 capital goals during the two-year period that begins January 1, 2025 and ends December 31, 2026. The maximum payout level for the Awards is 150% of target. The Compensation Committee has capped the total value realizable by any individual executive under an Award equal to 250% of the target grant value. Any shares vesting under the Awards are subject to a one-year holding period.
The value of each named executive officer’s Award is as follows (shown at target award levels):
Named Executive Officer |
Target Grant ($ value) | |||
Christopher M. Gorman |
$ | 7,570,295 | ||
Clark Khayat |
$ | 2,928,983 | ||
Andrew J. “Randy” Paine |
$ | 2,613,551 | ||
Angela G. Mago |
$ | 1,982,688 | ||
Amy G. Brady |
$ | 1,622,199 | ||
The foregoing description of the Awards does not purport to be complete and is qualified in its entirety by reference to the form of Award Agreement, a copy of which was filed as Exhibit 10.1 to the Original Form 8-K, and the terms of which are incorporated herein by reference.
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 hereunto duly authorized.
| KEYCORP | ||||||
| Date: January 3, 2025 | ||||||
/s/ Andrea R. McCarthy | ||||||
| Name: Andrea R. McCarthy | ||||||
| Title: Assistant Secretary | ||||||