kar-20250606

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2025

OPENLANE, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-34568

20-8744739

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

11299 N. Illinois Street, Suite 500

Carmel, Indiana 46032

(Address of principal executive offices)

(Zip Code)

(800) 923-3725

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

KAR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of stockholders of OPENLANE, Inc. (the “Company”) was held on June 6, 2025 (“Annual Meeting”).

(b) At the Annual Meeting, the stockholders:

•elected the director nominee designated by Ignition Parent LP (“Apax Investor”) to the Company’s Board of Directors;

•elected the other eight director nominees to the Company’s Board of Directors;

•approved, on an advisory basis, executive compensation; and

•ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2025.

The following are the final voting results for each of the four proposals voted on at the Annual Meeting.

1.Election of Director (Nominee Designated by the Apax Investor):*


NAME	FOR	AGAINST	ABSTAIN	BROKER NON VOTES
Roy Mackenzie	35,797,296	0	0	0

* As described in the Company’s proxy statement for the Annual Meeting, the holders of shares of Series A Convertible Preferred Stock, voting as a separate class, voted on the election of Mr. Mackenzie.

2.Election of Directors (Other Eight Nominees):


NAME	FOR	AGAINST	ABSTAIN	BROKER NON VOTES
Randolph Altschuler	134,092,903	389,640	13,148	4,301,454
Carmel Galvin	129,354,159	4,950,375	191,157	4,301,454
J. Mark Howell	129,006,527	5,474,916	14,248	4,301,454
Stefan Jacoby	125,242,571	9,239,972	13,148	4,301,454
Peter Kelly	134,107,390	376,786	11,515	4,301,454
Michael T. Kestner	133,405,239	1,077,304	13,148	4,301,454
Sanjeev Mehra	133,775,420	706,637	13,634	4,301,454
Mary Ellen Smith	129,582,736	4,723,583	189,372	4,301,454

3.Advisory Vote on Executive Compensation:


FOR	AGAINST	ABSTAIN	BROKER NON VOTES
132,501,282	1,592,364	402,045	4,301,454

4.Ratification of Appointment of KPMG LLP:


FOR	AGAINST	ABSTAIN
137,810,265	590,199	396,681

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Dated: June 9, 2025			OPENLANE, Inc.


			/s/ Charles S. Coleman
			Charles S. Coleman Executive Vice President, Chief Legal Officer and Secretary

OPENLANE Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders