3 unchanged sentences
Based upon that evaluation, KeyCorp’s Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective, in all material respects, as of the end of the period covered by this report.
−Removed: No changes were made to KeyCorp’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the last year that materially affected, or are reasonably likely to materially affect, KeyCorp’s internal control over financial reporting.
+Added: No changes were made to KeyCorp’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, KeyCorp’s internal control over financial reporting.
Reports Regarding Internal Controls
1 unchanged sentence
OTHER INFORMATION
+Added: Insider trading arrangements
No director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of KeyCorp adopted , modified,
17 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The names of our executive officers, and biographical information for each, is set forth in Item 1.
+Added: The names of our executive officers, and biographical information for each, are set forth in Item 1.
Business of this report.
−Removed: The other information required by this item will be set forth in the following sections of KeyCorp’s Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders to be held May 9, 2024 (the “2024 Proxy Statement”), and these sections are incorporated herein by reference:
+Added: The other information required by this item will be set forth in the following sections of KeyCorp’s Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders to be held on May 15, 2025 (the “2025 Proxy Statement”), and these sections are incorporated herein by reference:
• “Proposal One:
2 unchanged sentences
• “The Board of Directors and Its Committees — Board and Committee Responsibilities — Audit Committee”
+Added: • “ Insider Trading Policies and Procedures ”
• “Additional Information — Other Proposals and Director Nominations for the 2026 Annual Meeting of Shareholders”
32 unchanged sentences
3.2 Certificate of Amendment to the Third Amended and Restated Articles of Incorporation of the Company with respect to Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H, filed August 22, 2022, filed as Exhibit 4.1 to Form 8-K on August 24, 2022.*
−Removed: 3.3 Fourth Amended and Restated Regulations of KeyCorp, effective September 21, 2023, filed as Exhibit 3.1 to Form 8-K on September 22, 2023.
+Added: 3.3 Fourth Amended and Restated Regulations of KeyCorp, effective September 21, 2023 .
4.1 Description of KeyCorp’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
23 unchanged sentences
10.4 Form of Cash-settling Performance Shares Award Agreement (2024-2026), filed as Exhibit 10.6 to Form 10-K for the year ended December 31, 2023.
−Removed: 10.5 Form of Stock-settling Performance Shares Award Agreement (2023-2025), filed as Exhibit 10.7 to Form 10-K for the year ended December 31, 2022.* .
+Added: 10.5 Form of Stock-settling Performance Shares Award Agreement (2025-2026), filed as Exhibit 10.1 to form 8-K on December 31,2024.
10.6 Form of Cash-settling Performance Shares Award Agreement (2025-2027).
2 unchanged sentences
10.9 Form of Stock Option Award Agreement under KeyCorp 2019 Equity Compensation Plan, effective 2020, filed as Exhibit 10.12 to Form 10-K for the year ended December 31, 2020.* .
−Removed: 10.10 Form of Restricted Stock Unit Award Agreement under KeyCorp 2013 Equity Compensation Plan, effective 2019, filed as Exhibit 10.10 to Form 10-K for the year ended December 31, 2018.*.
10.10 Form of Restricted Stock Unit Award Agreement (New Hire/Retention) under KeyCorp 2019 Equity Compensation Plan, filed as Exhibit 10.4 to KeyCorp’s Registration Statement on Form S-8 on May 23, 2019, File No.
−Removed: 10.12 Form of Restricted Stock Unit Award Agreement (New Hire/Retention) under KeyCorp 2019 Equity Compensation Plan, effective 2020, filed as Exhibit 10.16 to Form 10-K for the year ended December 31, 2020.*
10.11 Form of Restricted Stock Unit Award Agreement under KeyCorp 2019 Equity Compensation Plan, effective 2020, filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2020.*
−Removed: 10.14 Form of Restricted Stock Unit Award Agreement (New Hire/Retention) under KeyCorp 2019 Equity Compensation Plan, filed as Exhibit 10.17 in Form 10-K for the year ended December 31, 2021.*
+Added: 10.12 Form of Restricted Stock Unit Award Agreement under KeyCorp Amended and Restated 2019 Equity Compensation Plan.
+Added: 10.13 Form of Restricted Stock Unit Award Agreement (New Hire/Retention) under KeyCorp Amended and Restated 2019 Equity Compensation Plan.
10.14 Form of Change of Control Agreement (Tier I) between KeyCorp and Certain Executive Officers of KeyCorp, dated as of March 8, 2012, filed as Exhibit 10.8 to Form 10-K for the year ended December 31, 2017.*
3 unchanged sentences
10.18 KeyCorp 2013 Equity Compensation Plan (effective March 14, 2013), filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2018.
−Removed: 10.20 KeyCorp 2013 Equity Compensation Plan (effective March 14, 2013), filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2018.
10.19 KeyCorp 2019 Equity Compensation Plan (effective January 10, 2019), filed as Exhibit 10.1 to Form 8-K on May 24, 2019.*
−Removed: 10.22 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).*
+Added: 10.20 KeyCorp Amended and Restated 2019 Equity Compensation Plan, filed as Exhibit 99.1 to KeyCorp's Registration Statement on Form S-8 on May 11, 2023, File No.
10.21 Director Deferred Compensation Plan (May 18, 2000 Amendment and Restatement), filed as Exhibit 10.18 to Form 10-K for the year ended December 31, 2018.*
10 unchanged sentences
10.32 KeyCorp Second Excess Cash Balance Pension Plan (effective February 8, 2010), filed as Exhibit 10.28 to Form 10-K for the year ended December 31, 2014.*
−Removed: 10.35 Amendment to the KeyCorp Second Excess Cash Balance Pension Plan (effective May 8, 2023).
+Added: 10.33 Amendment to the KeyCorp Second Excess Cash Balance Pension Plan (effective May 8, 2023), filed as Exhibit 10.35 to Form 10-K for the year ended December 31, 2023.
10.34 Trust Agreement for certain amounts that may become payable to certain executives and directors of KeyCorp, dated April 1, 1997, and amended as of August 25, 2003, filed as Exhibit 10.28 to Form 10-K for the year ended December 31, 2018.*
13 unchanged sentences
2012 Equity Incentive Plan, Amendment Number Two, filed as Appendix C to First Niagara Financial Group, Inc.’s Schedule 14A filed on March 21, 2014.*
+Added: 10.45 Investment Agreement, dated August 12, 2024, by and between KeyCorp and The Bank of Nova Scotia, filed as Exhibit 10.1 to Form 8-K on August 13, 2024.
+Added: 19 KeyCorp Insider Trading Policy
21 Subsidiaries of the Registrant.
6 unchanged sentences
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 97 KeyCorp Compensation Recovery Policy.
+Added: 97 KeyCorp Compensation Recovery Policy, filed as Exhibit 97 to Form 10-K for the year ended December 31,2023.
101 The following materials from KeyCorp’s Form 10-K Report for the year ended December 31, 2024, formatted in inline XBRL:
9 unchanged sentences
Shareholders may obtain a copy of any exhibit, upon payment of reproduction costs, by writing KeyCorp Investor Relations, 127 Public Square, Mail Code OH-01-27-0737, Cleveland, OH 44114-1306.
+Added: # Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: KeyCorp hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
+Added: † Certain sensitive personally identifiable information in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***]
KeyCorp hereby agrees to furnish the SEC upon request, copies of instruments, including indentures, which define the rights of long-term debt security holders.
−Removed: All documents listed as Exhibits 10.1 through 10.46 constitute management contracts or compensatory plans or arrangements.
+Added: The documents listed as Exhibits 10.1 through 10.44 constitute management contracts or compensatory plans or arrangements.
+Added: In addition, certain confidential portions of the forms of award agreements listed within Exhibits 10.1 through Exhibit 10.44 may be omitted by means of marking
+Added: such portions with the brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
FORM 10-K SUMMARY
3 unchanged sentences
February 21, 2025
−Removed: /s/ Douglas M.
Chief Accounting Officer (Principal Accounting Officer)
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Signature Title
−Removed: *Christopher M.
+Added: /s/ Christopher M.
Gorman Chairman, Chief Executive Officer and President
(Principal Executive Officer), and Director
+Added: Christopher M.
Khayat Chief Financial Officer (Principal Financial Officer)
−Removed: Schosser Chief Accounting Officer (Principal Accounting Officer)
+Added: Gilbert Chief Accounting Officer (Principal Accounting Officer)
+Added: *Jacqueline Allard Director
*Alexander M.
7 unchanged sentences
Hipple Director
+Added: *Somesh Khanna Director
Rankin Director
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.