What was corrected in this amended 8-K?

The amendment corrects a scrivener's error in the table of Capital and Earnings Improvement Awards under Item 5.02. The error involved the value of the awards granted to Andrew J. "Randy" Paine and Angela G. Mago. No other disclosure in the original filing was changed.

When do the Capital and Earnings Improvement Awards vest, and what conditions apply?

The awards vest in January 2027, based on the extent to which KeyCorp satisfies regulatory capital requirements and pre-determined cumulative earnings per share and CET-1 capital goals over the two-year period from January 1, 2025 through December 31, 2026.

What is the maximum payout under the awards?

The maximum payout is 150% of target. The Compensation Committee also capped the total value realizable by any individual executive at 250% of the target grant value.

Are there restrictions on shares received from the awards?

Yes. Any shares that vest under the awards are subject to a one-year holding period.

Why did the Compensation Committee grant these awards?

According to the filing, the awards were granted to increase long-term Company stock ownership by executives and to retain the talent needed to continue generating and delivering long-term shareholder value from the Scotiabank strategic minority investment.

KeyCorp 8-K: Leadership Changes

01—Abstract

Summary

Summary of the 8-K/A filed January 3, 2025. Cited figures are marked; the original filing is the authoritative source.

KeyCorp filed this amendment to its Form 8-K originally filed on December 31, 2024, solely to correct a scrivener's error in the table of Capital and Earnings Improvement Awards under Item 5.02.

The error concerned the value of the awards granted to Andrew J. "Randy" Paine and Angela G. Mago.

No other disclosure in the original filing was changed. The underlying disclosure covers share-settled, performance-based equity awards granted on December 30, 2024 under the Amended and Restated 2019 Equity Plan to the executive leadership team, including the named executive officers. The Compensation Committee said the awards are intended to increase executives' long-term stock ownership and to retain talent needed to deliver long-term shareholder value from the Scotiabank strategic minority investment.

Vesting will occur in January 2027, based on regulatory capital requirements, pre-determined cumulative earnings per share goals, and CET-1 capital goals over the two-year period from January 1, 2025 through December 31, 2026. The maximum payout is 150%^a of target, and the total value realizable by any individual executive is capped at 250% of the target grant value. Shares that vest are subject to a one-year holding period.

Target grant values as shown in the filing are $7,570,295^b for Christopher M. Gorman, $2,928,983 for Clark Khayat, $2,613,551 for Andrew J. "Randy" Paine, $1,982,688 for Angela G.

Mago, and $1,622,199^c for Amy G. Brady.

02—Key points

Key Highlights

Amendment corrects a scrivener's error in the Capital and Earnings Improvement Awards table, related to the award values for Andrew J. "Randy" Paine and Angela G. Mago; no other changes were made.
Performance-based equity awards were granted on December 30, 2024 under the Amended and Restated 2019 Equity Plan to the executive leadership team, including the named executive officers.
Awards are tied to regulatory capital requirements, cumulative earnings per share goals, and CET-1 capital goals over January 1, 2025 to December 31, 2026, with vesting in January 2027.
Maximum payout is 150% of target, and the total value realizable by any individual executive is capped at 250% of the target grant value.
Shares that vest are subject to a one-year holding period.
Target grant values are $7,570,295 for Christopher M. Gorman, $2,928,983 for Clark Khayat, $2,613,551 for Andrew J. "Randy" Paine, $1,982,688 for Angela G. Mago, and $1,622,199 for Amy G. Brady.
The Compensation Committee stated the awards are meant to increase executive stock ownership and retain talent tied to the Scotiabank strategic minority investment.

03—Questions

Frequently Asked Questions

What was corrected in this amended 8-K?
The amendment corrects a scrivener's error in the table of Capital and Earnings Improvement Awards under Item 5.02. The error involved the value of the awards granted to Andrew J. "Randy" Paine and Angela G. Mago. No other disclosure in the original filing was changed.
When do the Capital and Earnings Improvement Awards vest, and what conditions apply?
The awards vest in January 2027, based on the extent to which KeyCorp satisfies regulatory capital requirements and pre-determined cumulative earnings per share and CET-1 capital goals over the two-year period from January 1, 2025 through December 31, 2026.
What is the maximum payout under the awards?
The maximum payout is 150% of target. The Compensation Committee also capped the total value realizable by any individual executive at 250% of the target grant value.
Are there restrictions on shares received from the awards?
Yes. Any shares that vest under the awards are subject to a one-year holding period.
Why did the Compensation Committee grant these awards?
According to the filing, the awards were granted to increase long-term Company stock ownership by executives and to retain the talent needed to continue generating and delivering long-term shareholder value from the Scotiabank strategic minority investment.

04—Continue

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