01—Abstract
Summary
Summary of the 8-K filed May 14, 2026. Cited figures are marked; the original filing is the authoritative source.
KeyCorp's May 14, 2026 Form 8-K reports results from its 2026 Annual Meeting of Shareholders and two announcements made on May 13, 2026.
Shareholders approved the KeyCorp 2026 Equity Compensation Plan, which allows equity-based awards such as stock options, restricted shares, restricted share units, and performance awards to employees and non-employee directors. The plan also raises the annual limit on non-employee director equity and cash compensation from $500,000 to $750,000a. All fourteen nominated directors were elected, Ernst & Young LLP was ratified as independent auditor for 2026, and shareholders approved executive compensation on an advisory basis.
On May 13, 2026, KeyCorp's Board authorized a new share repurchase program of up to $3.0 billionb of common shares. The new authorization replaces the existing $1.0 billion program, which had approximately $280 million of common stock repurchases remaining. Repurchases may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 plans, and their timing and amount will depend on market conditions, the stock price, regulatory requirements, and liquidity priorities.
The same press release declared second-quarter 2026 dividends, including a cash dividend of $0.205c per common share payable June 15, 2026, to holders of record on June 2, 2026, and dividends on five series of preferred stock payable on the same date. The company described itself as having approximately $189 billion in assets at March 31, 2026.
02—Key points
Key Highlights
- New share repurchase program authorizes up to $3.0 billion of KeyCorp common shares, replacing the prior $1.0 billion authorization that had approximately $280 million remaining.
- Second-quarter 2026 common stock cash dividend declared at $0.205 per share, payable June 15, 2026, to holders of record as of June 2, 2026.
- Shareholders approved the KeyCorp 2026 Equity Compensation Plan, covering stock options, restricted shares, restricted share units, performance awards, and other equity-based compensation.
- Annual limit on equity and cash compensation for non-employee directors raised from $500,000 to $750,000 under the 2026 Plan.
- All fourteen director nominees were elected at the May 14, 2026 Annual Meeting, and Ernst & Young LLP was ratified as independent auditor for 2026.
- Shareholders approved executive compensation on an advisory basis; the vote was 791,394,228 for and 65,005,570 against.
- The company reported approximately $189 billion in assets at March 31, 2026, with deposit, lending, and investment services through approximately 950 branches in 15 states.
03—Questions
Frequently Asked Questions
How much can KeyCorp now repurchase in shares, and how does it compare with the prior program?
The Board authorized repurchases of up to $3.0 billion of common shares. This replaces the existing $1.0 billion authorization, which had approximately $280 million in common stock repurchases remaining. Repurchases may occur through open market purchases, privately negotiated transactions, or Rule 10b5-1 plans, depending on market conditions, stock price, regulatory requirements, and liquidity priorities.
What is the common stock dividend for the second quarter of 2026?
KeyCorp declared a cash dividend of $0.205 per common share, payable June 15, 2026, to holders of record at the close of business on June 2, 2026.
What does the 2026 Equity Compensation Plan allow?
The plan allows KeyCorp to grant equity-based compensation to employees and non-employee directors in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units, dividend equivalents, and other awards. The plan was approved by shareholders at the May 14, 2026 Annual Meeting. The full plan is filed as Exhibit 10.1.
Did shareholders approve the 2026 Plan and the executive compensation proposal?
Yes. The 2026 Plan was approved with 834,392,478 votes for and 23,587,892 against, with 2,331,231 abstentions and 90,473,444 broker non-votes. The advisory vote on executive compensation was approved with 791,394,228 votes for and 65,005,570 against, with 3,911,944 abstentions and 90,473,444 broker non-votes.
04—Continue