Keycorp /New/ 8-K, filed Mar 15, 2024
Keycorp /New/ (KEY)
About this 8-K
Keycorp /New/ filed this 8-K on March 15, 2024, reporting on events of March 14, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
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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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 14, 2024, the Board of Directors of KeyCorp (the “Company”) appointed Stacy L. Gilbert as Chief Accounting Officer of the Company, effective as of March 15, 2024. In this role, Ms. Gilbert will serve as the Company’s principal accounting officer.
Prior to her appointment as Chief Accounting Officer, Ms. Gilbert, age 52, served as Corporate Controller of the Company since August 2023. She previously served as Assistant Corporate Controller and Senior Director of External Reporting and Accounting Policy. She first joined the Company in 2002, holding a variety of accounting roles, before leaving to join FirstMerit Corporation in 2008. She re-joined the Company in 2016.
There is no arrangement or understanding with any person pursuant to which Ms. Gilbert was appointed as Chief Accounting Officer. There are no family relationships between Ms. Gilbert and any director or executive officer of the Company, and she is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
In connection with her appointment, Ms. Gilbert will continue to be eligible for discretionary incentive compensation and benefits in accordance with the Company’s plans and policies, with at least 50% of her total incentive compensation to be delivered as long-term incentive compensation. She will also be provided with limited executive benefits consistent with those provided to the Company’s other executive officers, including an annual executive physical and tax and financial planning. Additional information about the Company’s executive compensation program can be found in its 2023 Proxy Statement. Ms. Gilbert will also enter into the Company’s standard form of Change of Control Agreement (Tier II), the form of which was filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
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: March 15, 2024 | ||||||
| /s/ Andrea R. McCarthy | ||||||
| By: Andrea R. McCarthy | ||||||
| Assistant Secretary | ||||||