Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

As noted in Item 5.07 below, at KeyCorp's 2021 Annual Meeting of Shareholders held on May 13, 2021, shareholders voted to amend Article I, Section 3 of KeyCorp's Third Amended and Restated Regulations (the "Regulations") to change the threshold to call a special shareholder meeting from 25% to 15%. This amendment to the Regulations was effective immediately upon approval by shareholder vote on May 13, 2021. A copy of the amendment to KeyCorp's Third Amended and Restated Regulations is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At KeyCorp's 2021 Annual Meeting of Shareholders held on May 13, 2021, shareholders elected all thirteen of the directors nominated by the KeyCorp Board of Directors. Each director received a greater number of votes cast for his or her election than votes against his or her election, as stated below. The shareholders also ratified the appointment of Ernst & Young LLP as KeyCorp's independent auditor for 2021, approved on an advisory basis KeyCorp's executive compensation as described in KeyCorp's 2021 proxy statement, approved KeyCorp's Second Amended and Restated Discounted Stock Purchase Plan as described in KeyCorp's 2021 proxy statement, and approved a management proposal to reduce the ownership threshold to call a special shareholder meeting to 15% as described in KeyCorp's 2021 proxy statement. The final voting results from the meeting are as follows:

Proposal One-Election of Directors





                                                                  BROKER
       NOMINEE              FOR         AGAINST      ABSTAIN     NON-VOTE
Bruce D. Broussard      764,492,950    7,092,202     882,331    69,651,914
Alexander M. Cutler     651,705,116   119,887,724    874,644    69,651,914
H. James Dallas         745,206,861   26,363,628     896,994    69,651,914
Elizabeth R. Gile       755,616,729   16,061,186     789,568    69,651,914
Ruth Ann M. Gillis      763,219,569    8,450,470     797,445    69,651,914
Christopher M. Gorman   727,130,924   42,653,171    2,683,389   69,651,914
Robin N. Hayes          768,561,712    3,074,933     825,972    69,651,914
Carlton L. Highsmith    765,239,323    6,398,178     829,982    69,651,914
Richard J. Hipple       763,279,115    8,299,391     888,978    69,651,914
Devina A. Rankin        768,713,378    2,912,073     842,033    69,651,914
Barbara R. Snyder       751,560,871   20,130,500     776,113    69,651,914
Todd J. Vasos           766,380,751    5,217,717     869,015    69,651,914
David K. Wilson         768,382,431    3,212,912     872,140    69,651,914

Proposal Two-Ratification of the Appointment of Ernst & Young LLP as KeyCorp's Independent Auditors for 2021





    FOR         AGAINST     ABSTAIN
723,905,712   117,366,179   847,507

Proposal Three-Advisory Approval of KeyCorp's Executive Compensation





                                         BROKER
    FOR        AGAINST      ABSTAIN     NON-VOTE
720,739,680   49,808,427   1,919,377   69,651,914

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Proposal Four-Approval of KeyCorp's Second Amended and Restated Discounted Stock
Purchase Plan



                                        BROKER
    FOR        AGAINST     ABSTAIN     NON-VOTE
763,581,057   7,406,269   1,480,158   69,651,914


Proposal Five-Proposal to Reduce Ownership Threshold to Call Special Shareholder
Meeting



                                        BROKER
    FOR        AGAINST     ABSTAIN     NON-VOTE
764,066,416   6,834,253   1,566,814   69,651,914

Item 9.01 Financial Statements and Exhibits.






3.1       First Amendment to Third Amended and Restated Regulations, effective
        May 13, 2021.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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