Hello, and welcome to the annual meeting of shareholders of KeyCorp. Please note that today's meeting is being recorded. During the meeting, we'll 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 KeyCorp. The floor is yours. Good morning, ladies and gentlemen. The meeting is now in session. Welcome to the 2024 Annual Meeting of Shareholders. I am Chris Gorman, Chairman and CEO of KeyCorp. We thank everyone for being with us today through our virtual meeting platform. With me today is James Waters, 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 this 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 15, 2024, 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's 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 two 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. Fourth, we will vote on the proposals. And fifth, and finally, we will announce 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 document section of the virtual meeting platform. Please review and take note of that statement. I call your attention to the rules of conduct set forth for this meeting. These are available to each shareholder within the document 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 and the financial services industry in general. 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. Chris, that concludes the meeting formalities. Well, 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 2025 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, Inc. Betsy Gile, Retired Managing Director, Deutsche Bank AG. Ruth Ann Gillis, Retired Executive Vice President and Chief Administrative Officer, Exelon Corporation. Robin Hayes, Incoming Chief Executive Officer, Airbus Americas, Inc. 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, Chief Executive Officer, Dollar General Corporation; David Wilson, Retired Examiner in Charge, the Office of the Comptroller of the Currency. Additionally, 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 2024. 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 Key'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 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. Abigail Bennett, will now have the opportunity to present a statement to the shareholders in accordance with our rules of conduct for the meeting. Ms. Bennett will now have three minutes to present her statement. Operator, please open Ms. Bennett's line. Thank you. Ms. Bennett, your line is now open. Thank you. Proposal four, 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. It is best practice to adopt this proposal soon. However, this policy could be phased in when there's a contract renewal for our current CEO or for the next CEO transition. This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic. KeyCorp is Exhibit A in why the lead director role is a poor alternative to an independent board chairman. The KeyCorp lead director, Mr. Alexander Cutler violates the most important attribute of lead director, independence. As director tenure goes up, director independence goes down. Mr. Cutler has 24 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 $37 in 2007, relatively early in Mr. Cutler's tenure, and now the stock price is $15. Mr. Cutler and Mr. Christopher Gorman, KeyCorp chair and CEO, were the two directors who received the most against votes in the 2021 and the 2023 KeyCorp annual meetings. Plus, Mr. Cutler has the added influence of chairing the KeyCorp Nomination and Governance 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. Please vote yes, independent board chair, Proposal Four. The board of directors sets a high standard 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. Twelve of the thirteen 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 our shareholders, has determined that our 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 its shareholders. We will now address any questions that have been submitted on proposals being presented today. We have no questions related to the proposals at this time. If you were voting during the meeting through the virtual meeting platform, please make sure you have completed your voting at this time. The voting is now closed. Because we permit voting by telephone, by proxy cards, over the internet, and on the virtual meeting platform, it will take additional time to finalize the tabulation. The final tabulation will be filed with the SEC on a Form 8-K within 4 days of this meeting. However, we can announce preliminary voting results. First, the inspector has informed me that each of the nominees identified in the proxy statement has 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 2024. The issue received a favorable vote of 96% of the votes cast. Third, 89% of the votes cast were to provide advisory approval of the company's executive compensation program. Lastly, the shareholder proposal to separate the roles of Chairman and Chief Executive Officer has failed, with 75% 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. Thank you for your participation today and your commitment to Key. We appreciate your support and ownership. As I reflect on 2023, particularly the events of last spring and the fallout from three of the four largest bank failures in U.S. history, I am tremendously proud of how our team mobilized in support of our clients and our prospects. Our teammates remained focused as trusted advisors, counseling clients through unprecedented times, easing their concerns, and helping them navigate through the turbulent markets. For our communities, we stood steadfast as a reliable partner and responsible citizen, continuing to serve and support the neighbors and neighborhoods who depend on us for loans, deposits, and frankly, many other things. For you, our shareholders, we took swift action to protect your investment. Our clarity of purpose and strategy allowed us to reposition, fortify, and strengthen our balance sheet with both precision and speed. The events of last spring also reinforced that relationships matter now more than ever. Going forward, the principal focus for all financial institutions will be to better understand and optimize the quality, duration, and granularity of their deposit bases. Having quality operating deposits is the lifeblood of a high-performing bank. At Key, our long-term commitment to primacy continues to be a source of both strength and stability. The depth of our client relationships, including their loyalty to us and vice versa, and our diverse base of 3.5 million clients, enabled us to both serve them and actually grow both commercial clients and relationship households by 4% and 3%, respectively, in 2023. We grew our total deposits by $3 billion last year during a period in which the industry experienced outflows. Through our differentiated capital markets platform, we raised more than $80 billion in capital on behalf of our clients. Finally, we made a number of difficult decisions and took decisive actions last year. In some cases, these actions had near-term costs, but positioned Key as a simpler, more profitable, relationship-focused bank. What do I mean by that? We reduced risk-weighted assets by $14 billion, approximately $7 billion of which was a reduction in non-relationship loans. We further right-sized our balance sheet by meaningfully reducing our reliance on wholesale funding and higher-cost brokered CDs. These efforts continued in the first quarter of this year. We took meaningful action to position the balance sheet to be more resilient to changes in interest rates, up or down. We reorganized large parts of Key. We exited vendor finance. We took other actions to simplify and streamline our businesses. These actions freed up more than $400 million in annualized expenses, enabling us to continue to make significant investments in our differentiated fee platforms and in technology that will continue to drive growth for our company. Lastly, we significantly enhanced our liquidity and capital positions. On the latter, we improved our Common Equity Tier 1 ratio by 90 basis points in 2023, and again this past quarter to 10.3%, up 120 basis points over the last four quarters. This represents our fastest rate of organic capital build over a 12-month period since the industry began tracking this metric. As we turn the page to 2024, the difficult decisions made and the actions taken are largely behind us. Key is back to playing offense, and I'll provide a little more color on what I mean by that in a few moments. But first, I want to spend a moment to talk about how Key continued to deliver on our purpose in 2023. At Key, being a responsible corporate citizen is embedded in who we are, how we do business, and importantly, how we deliver value for all of our stakeholders. I am pleased to share that for the eleventh consecutive exam cycle, Key received an outstanding rating from the Office of the Comptroller of the Currency for meeting or exceeding the terms of the Community Reinvestment Act. The act requires financial institutions to meet the needs of the communities in which they do business, including low and moderate-income neighborhoods.... Key has maintained an outstanding rating from the OCC since the Act's passage in 1977. I am incredibly proud of this remarkable achievement, which reflects an enormous amount of hard work and dedication by our teammates. Speaking of our teammates' hard work, together as a company, we spent 77,500 hours volunteering in the communities we proudly serve, which, by the way, is the equivalent of roughly 10,000 workdays. I'm also proud of Key's commitment to both renewable energy and affordable housing. Since 2022, we have committed nearly $8 billion to renewable projects and initiatives, which places Key in the top 5 in North America for renewables financing. Separately, affordable housing continues to be a critical unmet need that matters to both our country and our economy. In 2023, Key delivered more than $6 billion in loans to affordable housing properties. We are proud to be the number 2 affordable housing lender in the United States. As we turn the page to 2024, the decisive actions we took last year position us well moving forward. We're off to a good start, having posted a solid first quarter results that met the investment community's expectations, with a clear path to improved performance as we move through the year. Let me give you a few examples, if I might, of what is driving my confidence as we move forward. First, we believe our business model plays to our advantage in the context of the currently proposed capital rules. Our strong fee platform, which includes, for example, our underwrite to distribute model, will be advantageous as banks are required to hold more capital against their own assets. Next, our balance sheet today is more resilient to movements in interest rates, as evidenced by the most recent quarter, when interest rates rose approximately 40 basis points across the yield curve. However, our tangible capital ratios were stable to improve across the board. Credit quality remains solid, with net charge-offs and non-performing loans below historical levels, reflecting the de-risking we have executed over the past decade and our distinctive underwrite to distribute model. We have less exposure to leverage lending, less exposure to commercial real estate, less exposure to office loans, and less exposure to credit cards than our peers. We have a well-defined net interest income opportunity as we move through 2024 and into 2025, that is not overly dependent on the path of interest rates or loan volumes. Finally, we continue to drive momentum across the franchise. We are growing relationship households and consumer, as well as commercial clients. We continue to demonstrate our ability to manage our deposit base and grow customer deposits, which were up over 2% year-over-year in the first quarter. We are seeing momentum across many of our fee-based businesses. A couple of examples: within our successful wealth management business, we are building out what we are calling Key Private Client, focused on the many mass affluent customers in our network. Our capital markets business just posted our best first quarter results in our company's history. And in payments, we are driving growth in core treasury capabilities with commercial clients. In summary, Key is clearly at an inflection point, and our strong foundation gives me great optimism for our future and our ability to realize our earnings potential, creating substantive value for you, our shareholders, and all of our stakeholders in the years ahead. I would like to thank each of you for your participation today and your commitment to Key. I would now be happy to address any questions you may have. Susan, are there any questions? We have one question in the queue. The company has in place a majority vote director election standard. Could you review the post-election process the board undertakes to determine the status of an incumbent director who fails to receive the majority vote in an election? Well, first of all, thank you for your question, and I guess it's kind of a theoretical question, and as I just reported, all of our directors received more than 90% of the votes. However, I think it's a really good question. We believe that the board is best positioned to evaluate important governance matters, including the director resignation policy. The decision to reject or accept a director resignation is a business decision that requires the board to exercise its business judgment, consistent with its fiduciary duties. And I just want everyone to know we have a very robust process of reviewing all of the directors. We always have had that, and there's a lot of feedback from the other directors. So, thank you so much for your question, and we appreciate your interest. We have no further questions at this time. Well, with no further questions, our meeting is now concluded. Thank you. Thank you. This concludes the meeting. You may now disconnect.