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

At KeyCorp's 2020 Annual Meeting of Shareholders held on May 21, 2020, shareholders elected all twelve 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 2020, approved on an advisory basis KeyCorp's executive compensation as described in KeyCorp's 2020 proxy statement, and rejected a shareholder proposal seeking to reduce the ownership threshold to call a special shareholder meeting. 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      767,286,144   8,526,773     999,441    85,590,853
Gary M. Crosby          757,689,484   17,893,420   1,229,454   85,590,853
Alexander M. Cutler     735,136,392   40,590,187   1,085,778   85,590,853
H. James Dallas         746,797,222   28,725,417   1,289,718   85,590,853
Elizabeth R. Gile       770,993,160   4,814,390    1,004,808   85,590,853
Ruth Ann M. Gillis      759,346,404   16,534,785    931,168    85,590,853
Christopher M. Gorman   730,934,407   44,173,892   1,704,058   85,590,853
Carlton L. Highsmith    770,614,430   4,918,490    1,279,436   85,590,853
Richard J. Hipple       770,128,544   5,403,444    1,280,369   85,590,853
Kristen L. Manos        757,960,190   17,832,428   1,019,739   85,590,853
Barbara R. Snyder       763,821,968   12,048,358    942,031    85,590,853
David K. Wilson         771,644,780   4,053,689    1,113,888   85,590,853

Proposal Two-Ratification of the Appointment of Ernst & Young LLP as KeyCorp's Independent Auditors for 2020



    FOR        AGAINST      ABSTAIN
822,010,708   39,371,888   1,020,615

Proposal Three-Advisory Approval of KeyCorp's Executive Compensation



                                         BROKER
    FOR        AGAINST      ABSTAIN     NON-VOTE
721,411,774   52,956,206   2,444,377   85,590,853

Proposal Four-Shareholder Proposal Seeking to Reduce the Ownership Threshold to Call a Special Shareholder Meeting



                                          BROKER
    FOR         AGAINST      ABSTAIN     NON-VOTE
357,065,484   416,515,212   3,231,661   85,590,853

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