Document/ExhibitDescriptionPagesSize 1: 8-K Form 8-K - New CFO HTML 34K
2: EX-10.1 Exhibit 10.1 - Employment Agreement (Lakhia) HTML 97K
3: EX-99.1 Exhibit 99.1 - Press Release - New CFO HTML 12K
7: R1 Document and Entity Information Document HTML 45K
10: XML IDEA XML File -- Filing Summary XML 12K
8: XML XBRL Instance -- kar-20230417_htm XML 15K
9: EXCEL IDEA Workbook of Financial Reports XLSX 8K
5: EX-101.LAB XBRL Labels -- kar-20230417_lab XML 68K
6: EX-101.PRE XBRL Presentations -- kar-20230417_pre XML 33K
4: EX-101.SCH XBRL Schema -- kar-20230417 XSD 10K
11: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K
12: ZIP XBRL Zipped Folder -- 0001395942-23-000039-xbrl Zip 75K
(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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock, par value $0.01 per share
iKAR
iNew
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 i☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 17, 2023, the Board of Directors (“Board”) of KAR Auction Services, Inc. (the “Company”) appointed Brad S. Lakhia as Executive Vice President and Chief Financial Officer of the
Company, effective immediately. In connection with his appointment as Chief Financial Officer, Mr. Lakhia will assume the role of the Company’s principal financial officer. Mr. Lakhia succeeds Scott A. Anderson, who served as interim Chief Financial Officer from January 1, 2023 through April 16, 2023. Mr. Anderson will continue to serve as the Company’s Chief Accounting Officer and principal accounting officer.
Prior to joining the Company, Mr. Lakhia, age 50, served as Vice President Finance, Americas of The Goodyear Tire & Rubber Company (“Goodyear”)
from November 2019 to April 2023. Mr. Lakhia was Vice President, Business Planning & Analysis of Andeavor (formerly Tesoro Corp.) from September 2016 to October 2018 and Vice President, Treasurer and Credit of Andeavor from February 2014 to September 2016. Prior to joining Andeavor, Mr. Lakhia served in accounting, treasury and divisional finance roles with increasing responsibility at Goodyear from October 1996 to February 2014.
In connection with Mr. Lakhia’s appointment as Executive Vice President and Chief Financial Officer, the Company and Mr. Lakhia entered into an employment agreement (the “Employment Agreement”).
Under the Employment Agreement, Mr. Lakhia is generally eligible to (i) earn a base salary, (ii) earn an annual cash bonus, (iii)
receive equity-based awards consistent with other executive-level employees of the Company, (iv) participate in the Company’s standard health and welfare benefit programs and (v) receive an annual automobile allowance.
In the event Mr. Lakhia is terminated by the Company without “cause” or Mr. Lakhia resigns for “good reason” (each as defined in the Employment Agreement), Mr. Lakhia would be entitled to receive, subject to his execution and non-revocation of a release of claims, (i) a lump sum cash payment equal to one and a half times the sum of his annual base salary plus target annual bonus for the year in which such termination of employment
occurs; (ii) if Mr. Lakhia is participating in the Company’s health plans on the date of such termination of employment, COBRA premium payments for 18 months or until Mr. Lakhia becomes eligible for coverage under another employer’s health plan (the “Continued Benefits”); (iii) payment of a pro-rata portion of any annual bonus that Mr. Lakhia would have received for the year of termination based on actual performance (the “Pro Rata Bonus”); and (iv) a payment equal to the amount of any annual bonus which has been earned in a prior year but which has not yet been paid to Mr. Lakhia (the “Earned but Unpaid Bonus”).
In the event Mr. Lakhia is terminated by the Company without “cause” or Mr. Lakhia resigns for “good
reason,” and such termination occurs within two years of a “change of control” (each as defined in the Employment Agreement), Mr. Lakhia would be entitled to receive, subject to the execution and non-revocation of a release of claims, (i) a lump sum cash payment equal to the sum of two times his annual base salary plus target annual bonus for the year in which such termination of employment occurs; (ii) the Continued Benefits; (iii) the Pro Rata Bonus; and (iv) the Earned but Unpaid Bonus.
In the event Mr. Lakhia terminated due to death or “disability” (as defined in the Employment Agreement), Mr. Lakhia or his estate/beneficiaries would be entitled to receive (i) Continued Benefits; (ii) the Pro Rata Bonus; and (iii) the Earned but Unpaid Bonus.
Upon a termination of employment for any reason, Mr. Lakhia will be subject to the
following one year post-termination restrictive covenants: (i) non-competition restrictions and (ii) non-solicitation of Company employees and customers.
The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
In connection with Mr. Lakhia’s offer of employment, Mr. Lakhia will also receive (i) a one-time cash sign-on award of $500,000 (which is subject to full repayment if Mr. Lakhia voluntarily terminates his employment with the Company within two years of payment), (ii) a one-time
restricted stock unit award valued at $400,000 on the date of grant (with one half of the restricted stock units vesting on each anniversary of the grant date, subject to Mr. Lakhia's continued employment through each such anniversary), and (iii) certain reimbursements for temporary housing to assist with his relocation to the Carmel, Indiana area.
Other than with respect to the compensation matters described above, there are no arrangements or understandings between Mr. Lakhia and any other person pursuant to which he was appointed to this position, and there are no family relationships between Mr. Lakhia and any director or executive officer of the Company.
There are no transactions involving Mr. Lakhia that would be required to be reported under Item 404(a) of Regulation S-K.
104 Cover
Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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.
