OPENLANE Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$KAR
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
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 7, 2024
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
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 7, 2024 (“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 seven director nominees to the Company’s Board of Directors;
•approved, on an advisory basis, executive compensation;
•approved an amendment and restatement of the KAR Auction Services, Inc. Amended and Restated 2009 Omnibus Stock and Incentive Plan (“Omnibus Plan”); and
•ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2024.
The following are the final voting results for each of the five 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 Seven Nominees):
| NAME | FOR | AGAINST | ABSTAIN | BROKER NON VOTES | ||||||||||
| Carmel Galvin | 128,395,410 | 6,404,499 | 26,769 | 4,468,394 | ||||||||||
| J. Mark Howell | 133,924,558 | 880,258 | 21,862 | 4,468,394 | ||||||||||
| Stefan Jacoby | 119,134,994 | 15,663,836 | 27,848 | 4,468,394 | ||||||||||
| Peter Kelly | 133,935,301 | 871,329 | 20,048 | 4,468,394 | ||||||||||
| Michael T. Kestner | 133,140,554 | 1,658,632 | 27,492 | 4,468,394 | ||||||||||
| Sanjeev Mehra | 134,141,334 | 651,602 | 33,742 | 4,468,394 | ||||||||||
| Mary Ellen Smith | 130,844,492 | 3,961,183 | 21,003 | 4,468,394 | ||||||||||
3.Advisory Vote on Executive Compensation:
| FOR | AGAINST | ABSTAIN | BROKER NON VOTES | ||||||||
| 130,471,731 | 4,107,728 | 247,219 | 4,468,394 | ||||||||
4.Amendment and Restatement of the Omnibus Plan:
| FOR | AGAINST | ABSTAIN | BROKER NON VOTES | ||||||||
| 130,024,200 | 4,784,703 | 17,775 | 4,468,394 | ||||||||
5.Ratification of Appointment of KPMG LLP:
| FOR | AGAINST | ABSTAIN | ||||||
| 138,625,457 | 638,661 | 30,954 | ||||||
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 10, 2024 | OPENLANE, Inc. | ||||
| /s/ Charles S. Coleman | |||||
Charles S. Coleman Executive Vice President, Chief Legal Officer and Secretary | |||||