OPENLANE, Inc. current report, 06 June 2019

Business Context and Reporting Period

This Form 8-K filing by KAR Auction Services, Inc. (trading symbol: KAR) reports on the results of the Annual Meeting of Stockholders held on June 4, 2019. The report was filed on June 6, 2019. The company is incorporated in Delaware and its common stock is listed on the New York Stock Exchange.

Financial Metrics

This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is strictly a current report regarding corporate governance voting results.

Material Changes

There are no material financial changes reported in this filing. The document details the successful completion of three shareholder votes:

  • Election of nine directors to the Board of Directors.
  • Advisory approval of executive compensation.
  • Ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2019.

Guidance, Outlook, and Risks

The filing contains no management guidance, future outlook, risk factors, contingencies, or discussion of unusual items. It is limited to the tabulation of votes cast at the Annual Meeting.

Key Facts for Investors

  • Director Election: All nine nominees were elected. While most received significant support, James P. Hallett received 2,378,379 votes against, and Lynn Jolliffe and Stephen E. Smith each received approximately 1.9 million votes against.
  • Executive Compensation: The advisory vote on executive compensation passed with 110,793,923 votes for and 6,268,562 votes against.
  • Auditor Ratification: The appointment of KPMG LLP was ratified with 119,190,946 votes for and 1,439,365 votes against.
  • Broker Non-Votes: There were 4,553,294 broker non-votes recorded for the election of directors and the executive compensation vote.