Hello, welcome to the Annual Meeting of Shareholders of KeyCorp. Please note that today's meeting is being recorded. During the meeting, we will have a question and answer session. You can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Chris Gorman, Chairman and CEO of Key. Mr. Gorman, the floor is yours. Well, good morning, ladies and gentlemen. The meeting is now in session. Welcome to the 2023 Annual Meeting of Shareholders. I am Chris Gorman, Chairman and Chief Executive Officer of KeyCorp. We thank everyone for being with us today through our virtual meeting platform. With me today is James Waters, the Secretary of KeyCorp. James will first explain the meeting formalities. After the meeting, we will hold a shareholder convocation. During the convocation, I will comment on the state and direction of your company. Shareholders may submit questions at any time during the meeting by clicking the Q&A icon in the virtual meeting platform. When submitting questions, shareholders should follow the guidelines set forth in the rules of conduct available within the virtual meeting platform. James, I turn the meeting over to you. Thank you, Chris. The list of the corporation's shareholders as of the close of business on Friday, March 17th, 2023, the record date set for today's meeting, is available for inspection during this meeting by clicking the documents icon in the virtual meeting platform. A notice of this meeting was duly and properly mailed to shareholders, and a certificate to that effect will be filed with the meeting records. Your board of directors has authorized a representative of Computershare Investor Services, our transfer agent, to act as the inspector for the meeting. Computershare is responsible for the following: determining the number of shares represented at the meeting, confirming that we have a quorum, confirming the validity of all proxies, receiving and tabulating all votes cast, and reporting the voting results. The inspector's oath will be filed with the meeting records. The inspector has reported that we have a quorum. Accordingly, this meeting has been duly convened to transact any business properly brought before it. The voting at this meeting will be done on the virtual meeting platform. Although voting is done primarily by proxy, if you wish to vote or change your vote during this meeting, you may do so in the virtual meeting platform. Any shareholder who has already voted and does not want to change their vote need not take any further action. The order of business for today's meeting will be as follows. First, Chris will introduce the nominees for election as director, followed by four other proposals presented for vote by management. Second, Chris will introduce a shareholder proposal and give the shareholder's representative the opportunity to address the meeting. Third, we will address questions that have been submitted by shareholders related to the proposals. Four, we will vote on the proposals. Fifth, and finally, we will announce the preliminary voting results. After the formal meeting has concluded, Chris will host our shareholder convocation and will present his views on KeyCorp and its business and will answer general questions that have been submitted by shareholders concerning our strategy, our performance, and the financial services industry in general. At any time during the meeting or convocation, Chris or any person addressing the shareholders on behalf of Key may make forward-looking statements about Key's future performance. A notice regarding forward-looking statements appears within the documents section of the virtual meeting platform. Please review and take note of that notice. I call your attention to the rules of conduct set forth for this meeting. These are available to each shareholder within the documents section of the virtual meeting platform. We ask that you please review and abide by those rules. There will be a question and answer period during the meeting limited to the proposals being voted on today, and another question and answer period during the convocation for general questions regarding Key's strategy and performance. A representative from Key is reviewing questions that have been submitted and will read your question aloud at the appropriate time. To facilitate full and fair shareholder participation, we ask that you limit yourself to one question on the proposals being voted on today and one question during the convocation. You may submit questions within the virtual meeting platform by clicking on the Q&A icon. We ask that questions be brief. That concludes meeting formalities. Thank you, James. The next order of business is to describe the proposals to be voted on at today's meeting. The first proposal concerns the election of directors to serve a one-year term expiring at the 2024 annual meeting of shareholders. The size of KeyCorp's board of directors is currently set at 13 members. The nominees for election are Sandy Cutler, retired Chairman and Chief Executive Officer, Eaton Corporation plc. Sandy is our lead director. James Dallas, retired Senior Vice President of Quality and Operations, Medtronic In c. Betsy Gile, retired Managing Director, Deutsche Bank AG. Ruth Ann Gillis, retired Executive Vice President and Chief Administrative Officer, Exelon Corporation. Robin Hayes, Chief Executive Officer, JetBlue Airways Corporation. Carlton Highsmith, former President and Chief Executive Officer, The Specialized Packaging Group. Richard Hipple, former Executive Chairman, Materion Corporation. Devina Rankin, Executive Vice President and Chief Financial Officer, Waste Management, Inc. Barbara Snyder, President, the Association of American Universities. Richard Tobin, President and Chief Executive Officer, Dover Corporation. Todd Vasos, retired Chief Executive Officer, Dollar General Corporation. David Wilson, retired Examiner in Charge, the Office of the Comptroller of the Currency. I am honored to stand for election as your board chairman. The board of directors recommends a vote for each of the nominees. One of the long-standing strengths of Key has been the quality and dedication of the members of our board of directors. I would like to extend my appreciation for the valuable service that our directors provide to Key and to you, our shareholders. The next proposal to be voted on is the ratification of the audit committee's appointment of Ernst & Young as Key's independent auditor for 2023. Alex Schmidt, a representative of Ernst & Young, is present today and will be available to answer questions submitted through the virtual meeting platform. The board of directors recommends that the shareholders vote for this proposal. The next proposal is an advisory vote on KeyCorp's executive compensation program. The board of directors has placed this proposal before the shareholders as required by the Dodd-Frank Act and applicable securities laws. The board is of the opinion that KeyCorp's executive compensation program provides appropriate incentives to its executive officers and at the same time does not encourage its executive officers to take unnecessary risks. For those reasons, the board recommends that the shareholders vote for the proposal. The next proposal is an advisory vote on the frequency of the shareholder vote on KeyCorp's executive compensation program. The Dodd-Frank Act and applicable securities laws require the shareholders to vote at least once every six years regarding how frequently KeyCorp should seek an advisory vote on our executive compensation program. The board recommends that the shareholders vote in favor of an annual advisory vote or for one year. The next proposal before the shareholders is a vote to approve KeyCorp's amended and restated 2019 equity compensation program. A copy of the amended and restated plan was included in the appendix A to the proxy. The board believes that the plan, as amended and restated, is necessary to properly incentivize Key's employees and to maintain the alignment of both the interests of management and Key shareholders. For that reason, the board recommends that the shareholders vote for the proposal. The final matter to be voted on is a shareholder proposal submitted by John Chevedden on behalf of Kenneth Steiner, a shareholder of Key, seeking to separate the roles of chairman and chief executive officer. Mr. Chevedden's representative, Ms. Kam Franklin, will now have the opportunity to present a statement to the shareholders in accordance with the rules of conduct for the meeting. Ms. Franklin, you will have three minutes to present your statement. Operator, please open Ms. Franklin's line. One moment, please. Ms. Franklin's line is now open. Good morning. Do you hear me okay? Good morning. We can. Okay, here we go. Proposal six, independent board chairman, sponsored by Kenneth Steiner. Shareholders request that the board of directors adopt an enduring policy and amend the governing documents as necessary in order that two separate people hold the office of the chairman and the office of the CEO. Whenever possible, the chairman of the board shall be an independent director. This proposal topic won 52% support at Boeing and 54% support at Baxter International. Boeing adopted this proposal topic. KeyCorp is exhibit A in why the lead director role is a poor alternative to an independent board chairman. KeyCorp Lead Director, Mr. Alexander Cutler, violates the most important attribute of a lead director, independence. As director tenure goes up, director independence goes down. Mr. Cutler has 23 years director tenure. Mr. Cutler's long tenure makes him a prime candidate to retire. It is time for a change, given that our stock was at $37 in 2007, relatively early in Mr. Cutler's tenure as a KeyCorp Director. Mr. Cutler and Mr. Christopher Gorman, KeyCorp's Chair and CEO, were the two Directors who received the most against votes at the 2021 annual meeting. Mr. Cutler received up to 40 times the against votes of other KeyCorp Directors. Mr. Cutler also chairs the KeyCorp Nomination Committee. With the current CEO serving as Chair, this means giving up a substantial check and balance safeguard that can only occur with an independent Board Chairman. A Lead Director is no substitute for an independent Board Chairman. A Lead Director cannot call a special Shareholder Meeting and cannot even call a special meeting of the Board. A lead director can delegate most of the lead director duties to others and then simply rubber stamp it. There is no way shareholders can be sure of what goes on. Please vote yes, independent board chairman, proposal number six. Thank you. The board of directors sets high standards for Key's corporate governance and is committed to diverse and independent board leadership. The board has a well-defined lead director role that is elected and evaluated on an annual basis by the independent directors. 12 of our 13 director nominees are independent, and all director nominees have significant executive-level experience. The board regularly reviews our leadership structure and with consideration of feedback from shareholders, has determined that the current structure is appropriate for Key and that the company has benefited from having a single person setting the tone and direction, coupled with a strong independent board and a well-defined lead director role. For these reasons, the board believes that a vote against this proposal is in the best interest of KeyCorp and all of its shareholders. We will now address any questions that have been submitted on the proposals presented today. We have no questions on the proposals. If you are voting during the meeting through the virtual meeting platform, please make sure you have completed your vote, voting at this time. The voting is now closed. We permit voting by telephone, by proxy cards, over the Internet, and on the virtual meeting platform, we will take additional time to finalize tabulations. The final tabulation will be filed with the SEC on a Form 8-K within four days of this meeting. The inspector has informed me that each of the nominees identified in the proxy statement have been elected to the board of directors by at least 90% of the votes cast. Second, the shareholders have ratified the appointment of Ernst & Young as the company's independent auditor for 2023. The issue received a favorable vote of 96%. Third, 93% of the votes cast were to provide advisory approval for the company's executive compensation program. Fourth, the shareholders have voted for an annual shareholder vote on KeyCorp's executive compensation program. An annual advisory vote was the frequency that received the greatest number of votes with 97% of the votes cast in favor of an annual advisory vote. Fifth, the shareholders have approved KeyCorp's amended and restated 2019 equity compensation plan, which received a favorable vote of 91%. Lastly, the shareholder proposal to separate the roles of Chairman and Chief Executive Officer has failed, with 64% of the votes cast against the proposal. There being no further business, this meeting is adjourned. We will now begin the shareholder convocation, after which we will answer general questions that have been submitted. First, I want to thank you for participating today and your commitment to Key. We appreciate your support and ownership. Today, I will highlight the strength and durability of our franchise and how we are confident in delivering on our commitments to all of our stakeholders. Before I review our 2022 accomplishments, I want to acknowledge that this has been a turbulent time for our industry and our economy. Bank stocks, including Key, reflect the uncertainty and market disruption. Despite the elevated inflation, rising interest rates, and the disruption in the banking sector, our business model remains positioned to deliver sound, profitable growth. Importantly, our durable relationship-based business model provides us with a strong foundation to serve and support our clients through all market conditions. We are operating from a position of strength with a granular, diverse deposit base and a high-quality relationship-based lending portfolio. We have a long-standing commitment to primacy, which continues to position us well through the cycle. Over 60% of our deposit balances are from consumers, wealth clients, small businesses, and escrow accounts. Additionally, over 80% of our commercial balances are core operating accounts. Given the market dynamics, we understand there is a serious focus on deposit levels. I am pleased to report that in the first quarter, our period-end deposits increased compared to the prior quarter, and from March 31 to present, we have experienced normal business flows consistent with prior periods, a testament to our focus on primacy and our relationship-based business model. Credit is paramount and continues to be strong, with net charge-offs to average loans of 15 basis points in the first quarter, well below our targeted range, reflecting our relationship-based business model and the significant de-risking we have executed over the last decade. Key's capital position also remains strong, with Common Equity Tier 1 ratio of 9.1% and within our targeted range. We remain focused on executing against our capital priorities, supporting organic growth and dividends. In the fourth quarter, we increased our per-share common dividend 5%. We have increased our dividend for 12 consecutive years. I'm now turning to slide three. 2022 marked another year of positive operating leverage for Key, which is one of our long-term targets. Last year, we continued to grow relationships with new clients and deepened existing relationships across our franchise. The relationships we built with our clients contributed to the strength and quality of our balance sheet. In our commercial business, loan growth benefited from strength in targeted industry verticals. We supported our commercial clients with on-and-off-balance-sheet financings. We raised a record level of capital for our clients, a total of $136 billion. In our consumer business, we added new households, with younger clients being our fastest-growing segment. Despite the strong growth we've seen across our franchise, we have not strayed from our moderate risk profile and strong underwriting standards. Net charge-offs to average loans were 14 basis points, well below our through-the-cycle targeted range, which speaks to the successful de-risking we have executed across our business. We also made targeted investments in our teammates in digital and in analytics. These targeted investments will continue to improve the experience for our clients and our teammates. We believe the best way to drive long-term value is by delivering on our commitments to help our stakeholders thrive, our clients, our colleagues, our communities, and you, our shareholders. Our client base is comprised of 3.5 million retail, small business, private banking, and commercial clients. We take great pride in providing value to every client we serve. In September, we implemented a new client-friendly terms, eliminating non-sufficient fund fees and introducing Key Coverage Zone for overdraft fees. Our dedicated teammates are at the center of everything we do to help our clients, a calling we answer each and every day. We remain focused on investing in the development of our teammates. In 2022, we invested $11 million in our colleagues' growth and development through formal learning opportunities, career development resources, and our tuition reimbursement program. Through lending, investing, and volunteerism, we participate in the growth and revitalization of our communities. As evidence of our commitment, since 2017, we have invested over $30 billion in the communities we proudly serve. For our shareholders, we continue to focus on both the return on and the return of capital. This positions us well to execute against our capital priorities, including supporting organic growth and paying dividends. At Key, being a responsible corporate citizen is central to who we are and how we do business. Our purpose is to help our clients, our colleagues, and our communities thrive. Through these efforts, we create outstanding results for our shareholders. With that in mind, I want to spend a moment on our progress related to environmental, social, and governance efforts on slide five. ESG is foundational to both our business and our culture. We are committed to advancing Key's ESG strategy and to making sustained progress against each of our four priorities. Those priorities are climate stewardship, financial inclusion, diversity, equity, and inclusion, and data privacy and security. In 2022, we joined the Partnership for Carbon Accounting Financials and completed an initial assessment of financed emissions. We made significant progress against our climate commitments, increased the diversity of our senior management team, and I'm proud of the fact that we ranked 18th on DiversityInc's top 50 list of the most diverse, equitable, and inclusive companies. Importantly, last month, we published our 2022 ESG report. I would encourage you to review our materials on key.com. We look forward to continuing an open and transparent dialogue with all of our stakeholders as we work to address the needs of our communities. I will close on slide six. I want to reaffirm my confidence in the long-term outlook for Key. First, we are committed to supporting our clients, our colleagues, our communities, and our shareholders. We have a durable relationship-based business model that provides stability to perform through the cycle and deliver sound, profitable growth. We have significantly strengthened our risk profile, as a result, built a differentiated franchise that is well-positioned for all business conditions, including the current environment. Capital remains strong. We are focused on our capital priorities. Finally, we are positioned to grow and deliver commitments to you, our shareholders, and all of our stakeholders. In closing, I would like to thank you all for your participation today and your commitment to Key. I would be happy to address any questions you may have. Susan, do we have any questions? We do have a few questions that have been submitted. First, please provide some color on the core deposit attrition since the filing of the first quarter Form 10-Q. Sure. I think I covered that in my remarks. What we said is, in the first quarter, on an end basis, we were actually above where we were at 12/31. Subsequently, both on April 20th, when we reported our first quarter, and just in my remarks today, our deposits are in there, are very firm, and they're in keeping with our normal business flows. Next, what is the exposure in the CRE loan portfolio given the recent record high commercial vacancy rates? I assume you are stressing the portfolio monthly and not just quarterly. What current vacancy rate are you utilizing, and is the allowance sufficient for the CRE exposure? Given the nature of the question in asking about vacancy rates, I'm gonna assume you're talking about office real estate, which is, in fact, really a hotspot right now. Let me just give you some numbers. Key has total office exposure of $950 million. Importantly, in B and C class office space in CBDs, central business districts, we only have $128 million of exposure, and that's by strategy. We've built our real estate business around multifamily and specifically around a subset of that called affordable. We feel very good about where we are. It's interesting, we have a lot of insight into kind of the flows in real estate because we have a third-party commercial loan servicing business. In that business, we service principal interest, taxes and insurance, $620 billion worth of loans. We have pretty good insight into how, you know, what's happening in real estate. We feel very good about our portfolio and particularly about our just limited exposure with respect to office. Our next question, when will the first quarter dividend payable in June be announced? Well, in keeping with our normal practice, that happens to be on the agenda for our board meeting today. You can expect that the board will be decisioning that, and you'll see the announcement of our $0.205 dividend at the close of business today. We have no further questions at this time. Well, great. With that, I would just like to thank everyone for your interest in Key. We appreciate your support, and on that, we are adjourned. You may now disconnect. Thank you. This concludes the meeting. You may now disconnect and have a pleasant day.