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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 23, 2024
KeyCorp
(Exact name of registrant as specified in charter)
001-11302
(Commission File Number)
| Ohio | 34-6542451 | |
| (State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
127 Public Square
Cleveland, Ohio 44114-1306
(Address of principal executive offices and zip code)
(216) 689-6300
(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:
| ☐ | 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 |
Name of each exchange |
||
| 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 | ||
| Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H) | KEY PrL | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 26, 2024, KeyCorp (the “Company”) issued a press release announcing that Douglas M. Schosser, Chief Accounting Officer of the Company, intends to resign from the Company, effective March 15, 2024, to pursue a senior executive position at another company. The Company also announced that Stacy L. Gilbert, Corporate Controller of the Company, will succeed Mr. Schosser as Chief Accounting Officer and assume the responsibilities of the Company’s principal accounting officer effective upon Mr. Schosser’s resignation.
A copy of the Company’s press release announcing Mr. Schosser’s resignation and the naming of Ms. Gilbert as his successor is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|
| 99.1 | Press Release dated February 26, 2024. | |
| 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: February 26, 2024 | ||||||
| /s/ James L. Waters |
||||||
| By: James L. Waters | ||||||
| General Counsel and Secretary | ||||||
Exhibit 99.1
KeyCorp announces Stacy L. Gilbert to succeed
Douglas M. Schosser as Chief Accounting Officer
CLEVELAND, February 26, 2024 /PRNewswire/ — KeyCorp (NYSE:KEY) announced that Douglas M. Schosser, currently Chief Accounting Officer, will be leaving the company to pursue a senior executive position at another company, effective March 15, 2024. Stacy L. Gilbert will succeed him as KeyCorp’s Chief Accounting Officer at that time.
Stacy has served as Corporate Controller of KeyCorp since August 2023. She previously served as Assistant Corporate Controller and Senior Director of External Reporting and Accounting Policy. Stacy first joined Key in 2002, holding a variety of accounting roles, before leaving to join FirstMerit Corporation in 2008. She re-joined Key in 2016.
“I would like to congratulate Stacy on her appointment,” said Clark Khayat, Chief Financial Officer of KeyCorp. “Her more than 25 years of accounting and financial reporting experience with publicly traded financial institutions will serve us well. I am confident that this well-planned succession will result in a smooth transition.”
“I want to thank Doug for his significant contributions to Key during his more than 25 years at our company,” Clark added. “We wish him all the best in his next endeavor.”
***
About KeyCorp
KeyCorp’s roots trace back nearly 200 years to Albany, New York. Headquartered in Cleveland, Ohio, Key is one of the nation’s largest bank-based financial services companies, with assets of approximately $188 billion at December 31, 2023. Key provides deposit, lending, cash management, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of approximately 1,000 branches and approximately 1,200 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications, and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com. KeyBank is Member FDIC.