Item 3.03. Material Modifications to Rights of Security Holders
On September 7, 2016, KeyCorp (the Company) filed a Certificate of Amendment to its Second Amended and Restated Articles of
Incorporation (the Amendment) with the Secretary of State of the State of Ohio, establishing and fixing the rights and preferences of its Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series D, par value $1.00 per
share and a liquidation preference of $25,000 per share (the Preferred Stock). A copy of the Amendment is filed as Exhibit 4.1 to this Current Report on
Form 8-K,
and is incorporated herein by
reference.
With respect to the payment of dividends and amounts upon the Companys liquidation, the Preferred Stock will rank
equally with all of the Companys Parity Stock (as such term is defined in the Amendment) and senior to the Companys common shares. Upon the Companys voluntary or involuntary liquidation, dissolution or winding-up, holders of the
Preferred Stock are entitled to receive out of the Companys assets that are legally available for distribution to shareholders of the Company, before any distribution is made to holders of our common shares or other equity securities ranking
junior to the Preferred Stock, a liquidation distribution in the amount of $25,000 per share, plus any declared and unpaid dividends, without regard to any undeclared dividends. Distribution will be made only to the extent the Companys assets
are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities of the Company ranking senior to the Preferred Stock and pro rata as to any other shares of the Companys capital stock
ranking equally as to such distribution, if any.
On September 15, 2026, or any dividend payment date thereafter, the Preferred Stock
may be redeemed at the Companys option, in whole or in part, at a redemption price equal to $25,000 per share (equivalent to $1,000 per Depositary Share (as such term is defined below)) plus any declared and unpaid dividends, without regard to
any undeclared dividends.
The Company may also redeem the Preferred Stock at its option in whole, but not in part, at any time within 90
days after the occurrence of a Regulatory Capital Treatment Event, as defined in the Amendment, at a redemption price equal to $25,000 per share (equivalent to $1,000 per Depositary Share) plus any declared and unpaid dividends, without
regard to any undeclared dividends. Neither the holders of Preferred Stock nor holders of Depositary Shares will have the right to require the redemption or repurchase of the Preferred Stock and should have no expectation that the Company will
redeem the Preferred Stock.
The foregoing is a summary and is not complete. The full terms of the Preferred Stock are set forth in the
Amendment, filed as Exhibit 4.1 hereto and incorporated herein by reference. The terms of the depositary shares, each representing a 1/25th interest in a share of the Preferred Stock (the Depositary Shares), are set forth in the
Deposit Agreement, dated September 9, 2016, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as Depositary, and the holders from time to time of the depositary receipts described therein (the
Deposit Agreement). A copy of the Deposit Agreement is filed as Exhibit 4.3 to this Current Report on
Form 8-K,
and is incorporated herein by reference.