KEY-PI · KeyCorp

KeyCorp held its 2026 Annual Meeting on May 14, 2026, where shareholders approved all four proposals. The approval of the 2026 Equity Compensation Plan is significant as it increases the annual limit on non-employee director compensation from $500,000 to $750,000 and provides the company with flexibility to grant various equity awards to employees and directors. All 14 director nominees were elected, with each receiving a majority of votes cast. The ratification of Ernst & Young as independent auditor and the advisory approval of executive compensation passed with strong support. Additionally, on May 13, 2026, the Board authorized a new $3.0 billion share repurchase program, replacing the prior $1.0 billion authorization. This signals management's confidence in the company's capital position and commitment to returning capital to shareholders. The company also declared a quarterly common dividend of $0.205 per share, consistent with its dividend policy. These actions collectively demonstrate strong shareholder alignment and a proactive capital management strategy.