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KEYCORP 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and KEYCORP’s Form 8-K, filed May 19, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

17Ballot items
720Asset managers
11,412Fund votes
May 15, 2025Meeting date

Results at a glance

Meeting of May 15, 2025: 17 items on KEYCORP’s Form 8-K, filed May 19, 2025: 15 elected · 2 without a stated outcome.

Material dissent

3. Advisory Approval of KeyCorp's Executive Compensation 63% of votes cast Outcome not stated Say-on-pay under 70%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore KEYCORP in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by KEYCORP

These tallies are KEYCORP’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 19, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

KEYCORP — official shareholder meeting results, meeting held May 15, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Jacqueline L. Allard	895,638,168	8,917,901	738,613	--	84,541,479	99.0%	Elected	—
Elect Director: Alexander M. Cutler	859,129,403	45,346,738	818,347	--	84,541,479	95%	Elected	—
Elect Director: H. James Dallas	869,420,625	34,310,304	1,563,559	--	84,541,479	96%	Elected	—
Elect Director: Elizabeth R. Gile	871,614,629	32,230,450	1,449,611	--	84,541,479	96%	Elected	—
Elect Director: Ruth Ann M. Gillis	877,845,473	26,721,725	726,890	--	84,541,479	97%	Elected	—
Elect Director: Christopher M. Gorman	868,560,483	35,807,794	926,212	--	84,541,479	96%	Elected	—
Elect Director: Robin N. Hayes	896,480,516	7,911,967	902,005	--	84,541,479	99.1%	Elected	—
Elect Director: Carlton L. Highsmith	890,869,462	13,439,090	985,936	--	84,541,479	99%	Elected	—
Elect Director: Richard J. Hipple	868,184,605	36,301,351	808,533	--	84,541,479	96%	Elected	—
Elect Director: Somesh Khanna	890,793,401	13,530,373	969,662	--	84,541,479	99%	Elected	—
Elect Director: Devina A. Rankin	900,393,303	4,146,224	754,961	--	84,541,479	99.5%	Elected	—
Elect Director: Barbara R. Snyder	864,986,952	38,860,465	1,447,071	--	84,541,479	96%	Elected	—
Elect Director: Richard J. Tobin	896,331,524	8,111,978	850,987	--	84,541,479	99.1%	Elected	—
Elect Director: Todd J. Vasos	874,742,083	29,743,930	808,475	--	84,541,479	97%	Elected	—
Elect Director: David K. Wilson	894,242,647	10,222,932	828,909	--	84,541,479	99%	Elected	—
2. Ratification of the Appointment of Ernst & Young LLP as KeyCorp's Independent Auditors for 2025	958,003,101	30,704,300	1,128,768	--	--	97%	Not verified	—
3. Advisory Approval of KeyCorp's Executive Compensation	570,696,333	332,498,701	2,099,656	--	84,541,479	63%	Not verified	—

Source: KEYCORP, Form 8-K, filed with the SEC on May 19, 2025 — read the filing on EDGAR.

How asset managers voted at the KEYCORP 2024-2025 meeting

Each item below shows how the 720 asset managers that disclosed a KEYCORP vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Alexander M. Cutler

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 859,129,403AGAINST: 45,346,738

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Alexander M. Cutler

KEYCORP’s own tally for this item (“Elect Director: Alexander M. Cutler”): 859,129,403 for, 45,346,738 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 408,417,061 for, 2,030,994 against, 1 withheld, 23,071 abstained.

FOR

FOR: 408,417,061AGAINST: 2,030,994ABSTAIN: 23,071WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Alexander M. Cutler” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,801	38	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,731,619	101,146	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

2. Elect Director: Barbara R. Snyder

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 864,986,952AGAINST: 38,860,465

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Barbara R. Snyder

KEYCORP’s own tally for this item (“Elect Director: Barbara R. Snyder”): 864,986,952 for, 38,860,465 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 409,914,791 for, 533,264 against, 1 withheld, 23,071 abstained.

FOR

FOR: 409,914,791AGAINST: 533,264ABSTAIN: 23,071WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Barbara R. Snyder” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,805	33	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,831,949	816	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

3. Elect Director: Carlton L. Highsmith

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 890,869,462AGAINST: 13,439,090

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Carlton L. Highsmith

KEYCORP’s own tally for this item (“Elect Director: Carlton L. Highsmith”): 890,869,462 for, 13,439,090 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,415,575 for, 29,082 against, 3,400 withheld, 23,071 abstained.

FOR

FOR: 410,415,575AGAINST: 29,082ABSTAIN: 23,071WITHHOLD: 3,400

Largest asset managers voting on “Election of Directors: Carlton L. Highsmith” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,826	12	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,832,765	0	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

4. Elect Director: Christopher M. Gorman

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 868,560,483AGAINST: 35,807,794

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Christopher M. Gorman

KEYCORP’s own tally for this item (“Elect Director: Christopher M. Gorman”): 868,560,483 for, 35,807,794 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,367,154 for, 77,502 against, 3,400 withheld, 23,071 abstained.

FOR

FOR: 410,367,154AGAINST: 77,502ABSTAIN: 23,071WITHHOLD: 3,400

Largest asset managers voting on “Election of Directors: Christopher M. Gorman” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,808	30	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,832,620	145	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

5. Elect Director: David K. Wilson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 894,242,647AGAINST: 10,222,932

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: David K. Wilson

KEYCORP’s own tally for this item (“Elect Director: David K. Wilson”): 894,242,647 for, 10,222,932 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,422,035 for, 26,021 against, 1 withheld, 23,071 abstained.

FOR

FOR: 410,422,035AGAINST: 26,021ABSTAIN: 23,071WITHHOLD: 1

Largest asset managers voting on “Election of Directors: David K. Wilson” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,829	10	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,832,765	0	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

6. Elect Director: Devina A. Rankin

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 900,393,303AGAINST: 4,146,224

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Devina A. Rankin

KEYCORP’s own tally for this item (“Elect Director: Devina A. Rankin”): 900,393,303 for, 4,146,224 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,371,202 for, 67,259 against, 1 withheld, 32,667 abstained.

FOR

FOR: 410,371,202AGAINST: 67,259ABSTAIN: 32,667WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Devina A. Rankin” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,835	4	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,832,765	0	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

7. Elect Director: Elizabeth R. Gile

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 871,614,629AGAINST: 32,230,450

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Elizabeth R. Gile

KEYCORP’s own tally for this item (“Elect Director: Elizabeth R. Gile”): 871,614,629 for, 32,230,450 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,150,749 for, 297,305 against, 1 withheld, 23,071 abstained.

FOR

FOR: 410,150,749AGAINST: 297,305ABSTAIN: 23,071WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Elizabeth R. Gile” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,811	27	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,831,949	816	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

8. Elect Director: H. James Dallas

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 869,420,625AGAINST: 34,310,304

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: H. James Dallas

KEYCORP’s own tally for this item (“Elect Director: H. James Dallas”): 869,420,625 for, 34,310,304 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,146,204 for, 301,849 against, 1 withheld, 23,071 abstained.

FOR

FOR: 410,146,204AGAINST: 301,849ABSTAIN: 23,071WITHHOLD: 1

Largest asset managers voting on “Election of Directors: H. James Dallas” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,809	29	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,831,949	816	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

9. Elect Director: Jacqueline L. Allard

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 895,638,168AGAINST: 8,917,901

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Jacqueline L. Allard

KEYCORP’s own tally for this item (“Elect Director: Jacqueline L. Allard”): 895,638,168 for, 8,917,901 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,422,109 for, 25,946 against, 23,071 abstained.

FOR

FOR: 410,422,109AGAINST: 25,946ABSTAIN: 23,071

Largest asset managers voting on “Election of Directors: Jacqueline L. Allard” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,830	8	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,832,765	0	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

10. Elect Director: Richard J. Hipple

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 868,184,605AGAINST: 36,301,351

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Richard J. Hipple

KEYCORP’s own tally for this item (“Elect Director: Richard J. Hipple”): 868,184,605 for, 36,301,351 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 409,924,312 for, 523,744 against, 1 withheld, 23,071 abstained.

FOR

FOR: 409,924,312AGAINST: 523,744ABSTAIN: 23,071WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Richard J. Hipple” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,808	30	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,731,619	101,146	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

11. Elect Director: Richard J. Tobin

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 896,331,524AGAINST: 8,111,978

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Richard J. Tobin

KEYCORP’s own tally for this item (“Elect Director: Richard J. Tobin”): 896,331,524 for, 8,111,978 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,412,515 for, 25,946 against, 1 withheld, 32,667 abstained.

FOR

FOR: 410,412,515AGAINST: 25,946ABSTAIN: 32,667WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Richard J. Tobin” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,831	8	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,832,765	0	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

12. Elect Director: Robin N. Hayes

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 896,480,516AGAINST: 7,911,967

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Robin N. Hayes

KEYCORP’s own tally for this item (“Elect Director: Robin N. Hayes”): 896,480,516 for, 7,911,967 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,418,712 for, 25,945 against, 3,400 withheld, 23,071 abstained.

FOR

FOR: 410,418,712AGAINST: 25,945ABSTAIN: 23,071WITHHOLD: 3,400

Largest asset managers voting on “Election of Directors: Robin N. Hayes” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,831	7	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,832,765	0	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

13. Elect Director: Ruth Ann M. Gillis

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 877,845,473AGAINST: 26,721,725

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Ruth Ann M. Gillis

KEYCORP’s own tally for this item (“Elect Director: Ruth Ann M. Gillis”): 877,845,473 for, 26,721,725 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,174,959 for, 269,697 against, 3,399 withheld, 23,071 abstained.

FOR

FOR: 410,174,959AGAINST: 269,697ABSTAIN: 23,071WITHHOLD: 3,399

Largest asset managers voting on “Election of Directors: Ruth Ann M. Gillis” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,814	25	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,831,949	816	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

14. Elect Director: Somesh Khanna

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 890,793,401AGAINST: 13,530,373

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Somesh Khanna

KEYCORP’s own tally for this item (“Elect Director: Somesh Khanna”): 890,793,401 for, 13,530,373 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,422,102 for, 25,954 against, 1 withheld, 23,071 abstained.

FOR

FOR: 410,422,102AGAINST: 25,954ABSTAIN: 23,071WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Somesh Khanna” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,826	12	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,832,765	0	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

15. Elect Director: Todd J. Vasos

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 874,742,083AGAINST: 29,743,930

Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Election of Directors: Todd J. Vasos

KEYCORP’s own tally for this item (“Elect Director: Todd J. Vasos”): 874,742,083 for, 29,743,930 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At the 2025 Annual Meeting of Shareholders of KeyCorp held on May 15, 2025 (the "Annual Meeting"), shareholders elected all fifteen of the directors nominated by the KeyCorp Board of Directors.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 132 asset managers below reported 410,148,855 for, 299,200 against, 1 withheld, 23,071 abstained.

FOR

FOR: 410,148,855AGAINST: 299,200ABSTAIN: 23,071WITHHOLD: 1

Largest asset managers voting on “Election of Directors: Todd J. Vasos” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,019,811	27	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,832,765	0	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 132 asset managers. See all 132 in the interactive database.

16. 3. Advisory Approval of KeyCorp's Executive Compensation

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 10 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%AGAINST

FOR: 570,696,333AGAINST: 332,498,701

Details: description as filed, official tally, votes by 694 asset managers

Description as filed by funds: Advisory approval of executive compensation.

KEYCORP’s own tally for this item (“3. Advisory Approval of KeyCorp's Executive Compensation”): 570,696,333 for, 332,498,701 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 63% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of KEYCORP’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (25 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “Advisory vote to approve named executive officer compensation (Say-on-Pay)” (2 managers, 651 for, 388 abstained).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Advisory approval of executive compensation.” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	119,973,871	45,966	2	For
Fidelity	56,672,492	8,400	0	For
BlackRock	47,690,605	40,253	0	For
Charles Schwab	0	33,976,898	0	Against
UNDISCOVERED MANAGERS FUNDS	0	25,317,666	0	Against
T. Rowe Price	23,046,541	0	0	For
State Street	171,811	16,660,954	0	Against
Invesco	0	11,849,857	0	Against
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	0	8,088,799	0	Against
Dimensional	0	7,243,364	0	Against
Victory Capital	0	6,552,961	0	Against
Thrivent	0	4,447,602	0	Against
Jackson National	3,710,788	402,601	0	Mixed
John Hancock	876,700	2,018,811	0	Mixed
Virtus	0	2,797,756	0	Against
TEMPLETON FUNDS	0	2,315,233	0	Against
Parnassus	0	2,279,659	0	Against
First Trust	0	1,986,757	0	Against
Columbia Threadneedle	0	1,744,989	0	Against
Lincoln Financial	370,237	1,207,027	0	Mixed
Goldman Sachs	1,533,863	0	0	For
TIAA	0	1,436,879	0	Against
ALPS ETF Trust	0	1,361,004	0	Against
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Fund voting reports, all 126 managers: 267,291,087 for, 142,794,942 against, 1 withheld, 23,072 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 598 asset managers voting on “Advisory approval of executive compensation.” at KEYCORP, 2024-2025
Asset manager	For	Against	Vote
T. Rowe Price	51,365,974	6,900	For
Fidelity	40,402,579	0	For
Charles Schwab	0	34,160,993	Against
State Street	4,827,062	26,559,980	Mixed
FULLER & THALER ASSET MANAGEMENT, INC.	0	29,782,364	Against
BlackRock	27,350,433	567,689	For
GEODE CAPITAL MANAGEMENT, LLC	23,996,056	0	For
TEMPLETON GLOBAL ADVISORS LTD	0	19,153,077	Against
Invesco	0	19,012,683	Against
Northern Trust	0	8,689,256	Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	6,612,709	Against
Vanguard	6,268,387	92,433	For
Victory Capital	0	5,786,718	Against
DIAMOND HILL CAPITAL MANAGEMENT INC	5,573,054	0	For
Thrivent	0	4,659,240	Against
BNP Paribas Asset Management Holding S.A.	0	4,016,372	Against
UBS	0	3,977,246	Against
BANK OF MONTREAL /CAN/	0	3,221,532	Against
Legal & General Investment Management Ltd	0	3,136,668	Against
Dimensional	0	2,936,846	Against
Azora Capital LP	0	2,647,865	Against
MELLON INVESTMENTS Corp	0	2,641,268	Against
Goldman Sachs	2,614,672	6,278	For
Prana Capital Management, LP	2,409,187	0	For
Parnassus	0	2,279,659	Against

Institutional-manager reports, all 598 managers: 174,092,637 for, 250,614,860 against, 2,419 abstained, 28,563 not voted. Showing the 25 largest; see all in the interactive database.

17. 2. Ratification of the Appointment of Ernst & Young LLP as KeyCorp's Independent Auditors for 2025

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 958,003,101AGAINST: 30,704,300

Details: description as filed, official tally, votes by 135 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR.

KEYCORP’s own tally for this item (“2. Ratification of the Appointment of Ernst & Young LLP as KeyCorp's Independent Auditors for 2025”): 958,003,101 for, 30,704,300 against, per its Form 8-K filed May 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 135 asset managers below reported 409,943,885 for, 521,273 against, 1 withheld, 23,071 abstained.

FOR

FOR: 409,943,885AGAINST: 521,273ABSTAIN: 23,071WITHHOLD: 1

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR.” at KEYCORP, 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	120,004,987	14,852	1	For
Fidelity	56,680,892	0	0	For
BlackRock	47,730,858	0	0	For
Charles Schwab	33,976,898	0	0	For
UNDISCOVERED MANAGERS FUNDS	25,317,666	0	0	For
T. Rowe Price	23,046,541	0	0	For
State Street	16,731,619	101,146	0	For
Invesco	11,849,857	0	0	For
DIAMOND HILL FUNDS	9,042,779	0	0	For
TEMPLETON GROWTH FUND INC	8,088,799	0	0	For
Dimensional	7,243,364	0	0	For
Victory Capital	6,552,961	0	0	For
Thrivent	4,447,602	0	0	For
Jackson National	4,113,389	0	0	For
John Hancock	2,895,511	0	0	For
Virtus	2,797,756	0	0	For
TEMPLETON FUNDS	2,315,233	0	0	For
Parnassus	2,279,659	0	0	For
First Trust	1,986,757	0	0	For
Columbia Threadneedle	1,744,989	0	0	For
Lincoln Financial	1,577,264	0	0	For
Goldman Sachs	1,533,863	0	0	For
TIAA	1,436,879	0	0	For
ALPS ETF Trust	1,361,004	0	0	For
MASTER INVESTMENT PORTFOLIO	1,344,557	0	0	For

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

Largest KEYCORP shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 1,095,942,434 shares outstanding at the time of that meeting.

Fund voting reports: top KEYCORP shareholders by shares voted on “RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR.”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	10.95%
2	Fidelity	5.17%
3	BlackRock	4.36%
4	Charles Schwab	3.10%
5	UNDISCOVERED MANAGERS FUNDS	2.31%
6	T. Rowe Price	2.10%
7	State Street	1.54%
8	Invesco	1.08%
9	DIAMOND HILL FUNDS	0.83%
10	TEMPLETON GROWTH FUND INC	0.74%

Institutional-manager reports: top KEYCORP shareholders by shares voted on “Advisory approval of executive compensation.”, 2024-2025
#	Asset manager	% of shares outstanding
1	T. Rowe Price	4.69%
2	Fidelity	3.69%
3	Charles Schwab	3.12%
4	State Street	2.86%
5	FULLER & THALER ASSET MANAGEMENT, INC.	2.72%
6	BlackRock	2.55%
7	GEODE CAPITAL MANAGEMENT, LLC	2.19%
8	TEMPLETON GLOBAL ADVISORS LTD	1.75%
9	Invesco	1.73%
10	Northern Trust	0.79%

Reported KEYCORP holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

KEYCORP holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
THE BANK OF NOVA SCOTIA	14.87%	13D
Vanguard Group	11.44%	13F
BlackRock	8.61%	13F
T. Rowe Price	4.65%	13F
State Street	4.42%	13F
FMR (Fidelity)	3.83%	13F
Franklin Templeton	2.27%	13F
Invesco	1.88%	13F
Morgan Stanley	1.29%	13F

Percentages above are of 1,095,942,434 shares outstanding, as reported by KEYCORP on its Form 10-Q dated May 2, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from KEYCORP’s 10-Q dated May 2, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At KEYCORP's shareholder meeting held May 15, 2025, in the 2024-2025 proxy season, 720 asset managers reported how they voted on 17 ballot items in their SEC Form N-PX filings, covering 11,412 separate fund positions. On the most widely held item on that ballot — Advisory approval of executive compensation. — FOR was 63% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: KEYCORP's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 19, 2025.

KEYCORP proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.