KEYKeyCorp
KeyCorp, organized in 1958 under the laws of the State of Ohio, is headquartered in Cleveland, Ohio. 10-K, Item 1
Deals between KEY and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-27 reports that the one filed 2025-03-28 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-28.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 6 paragraphs of the proxy filed 2025-03-28 with nothing like them this year
Related Party Transactions“The policy provides exceptions for certain transactions, including those available to all KeyCorp employees generally, those involving compensation or indemnification of executive officers or directors authorized by the Board of Directors or one of its committees, those involving the reimbursement of routine business expenses, and those occurring in the ordinary course of business.”
Read it in last year's proxy ↗
Banking, Credit, and Other Transactions with KeyCorp Executive Officers and Directors and Scotiabank“From time to time during 2024, many of our directors and executive officers and some of their immediate family members and affiliated entities had deposit or credit relationships with or received investment or wealth management services from KeyBank National Association (“KeyBank”) or other KeyCorp subsidiaries in the ordinary course of business. Additional transactions and banking relationships may continue in the future.”
Read it in last year's proxy ↗
Banking, Credit, and Other Transactions with KeyCorp Executive Officers and Directors and Scotiabank“All credit relationships with our directors, executive officers, and other related persons were made in the ordinary course of business on substantially the same terms, including interest rate and collateral terms, as those prevailing at the time for comparable transactions with unrelated third parties and did not present heightened risks of collectability or other unfavorable features to KeyCorp or its subsidiaries.”
Read it in last year's proxy ↗
Banking, Credit, and Other Transactions with KeyCorp Executive Officers and Directors and Scotiabank“Additionally, loans and extensions of credit by KeyBank to our directors, executive officers, and their related interests were made in compliance with Regulation O under federal banking law and KeyBank’s related policies and procedures. In addition to satisfying the standard set forth in the preceding paragraph, our Regulation O policies and procedures require that:”
Read it in last year's proxy ↗
Banking, Credit, and Other Transactions with KeyCorp Executive Officers and Directors and Scotiabank“the amount of credit extended does not exceed individual and aggregate lending limits, depending upon the identity of the borrower and the nature of the loan; and any extension of credit in excess of $500,000 be approved by the Board of Directors of KeyBank.”
Read it in last year's proxy ↗
Banking, Credit, and Other Transactions with KeyCorp Executive Officers and Directors and Scotiabank“During 2024, KeyBank and Scotiabank engaged in ordinary course derivatives transactions that were made on substantially the same terms as those prevailing at the time for comparable arrangements with other counterparties and did not present heightened risks of collectability or other unfavorable features to KeyCorp or its subsidiaries. Such derivatives transactions were monitored in compliance with Regulation O and KeyBank’s related policies and procedures.”
Read it in last year's proxy ↗
The whole section 5 paragraphs, proxy filed 2026-03-27
Related Party Transactions“Any transaction, relationship, or arrangement with KeyCorp or its subsidiaries in which a KeyCorp director, executive officer, shareholder owning in excess of 5% of KeyCorp’s voting securities, or other related person has a direct or indirect material interest is subject to KeyCorp’s Policy for Review of Transactions between KeyCorp and its Directors, Executive Officers, and Other Related Persons. The Nominating and Corporate Governance Committee is responsible for applying the policy and uses the following factors identified in the policy in making its determinations:”
Read it in the proxy ↗
Related Party Transactions“whether the transaction conforms to KeyCorp’s Code of Business Conduct and Ethics and Corporate Governance Guidelines and is in KeyCorp’s best interests;”
Read it in the proxy ↗
Related Party Transactions“whether the transaction is entered into in the ordinary course of KeyCorp’s business;”
Read it in the proxy ↗
Related Party Transactions“whether the terms of the transaction are comparable to terms that could be obtained in arms’ length dealings with an unrelated third party;”
Read it in the proxy ↗
Related Party Transactions“whether the transaction must be disclosed under Item 404 of Regulation S-K under the Exchange Act; and whether the transaction could call into question the independence of any of KeyCorp’s non-employee directors.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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