8-K
Keycorp /New/ (KEY)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
| Pursuant to Section 13 or 15(d)<br><br>of the Securities Exchange Act of 1934 |
|---|
Date of Report (Date of earliest event reported): July 8, 2020
KeyCorp
(Exact name of registrant as specified in its charter)
| Ohio | 001-11302 | 34-6542451 | |||||
|---|---|---|---|---|---|---|---|
| State or other jurisdiction of incorporation or organization: | Commission File Number | I.R.S. Employer Identification Number: | 127 Public Square, | Cleveland, | Ohio | 44114-1306 | |
| --- | --- | --- | --- | ||||
| Address of principal executive offices: | 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 (see General Instruction A.2. below): | |
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| ☐ | 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 |
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 8.01 Other Events.
On July 8, 2020, the KeyCorp Board of Directors elected Todd J. Vasos to the Board of Directors. Mr. Vasos currently serves as the Chief Executive Officer of Dollar General Corporation, a role he has held since June 2015.
The election of Mr. Vasos increases the size of KeyCorp’s Board of Directors to 13 members. Mr. Vasos will serve as a member of the Compensation and Organization Committee and the Technology Committee. As is true for all non-employee KeyCorp Directors, Mr. Vasos will be entitled to director compensation consisting of a cash retainer and stock-based compensation, as more fully described in KeyCorp’s 2020 Proxy Statement.
Mr. Vasos is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
| 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 | |
| (Registrant) | |
| Date: July 8, 2020 | /s/ Craig T. Beazer |
| By: Craig T. Beazer | |
| General Counsel and Secretary |