Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Form 10-K for the Year Ended December 31, 2020 HTML 1.75M
2: EX-10.1E Exhibit 10.1E - Technical Amendment HTML 37K
5: EX-10.30 Exhibit 10.30 - Form of Nq Stock Option Agreement HTML 52K
6: EX-10.37B Exhibit 10.37B - Assignment and Assumption HTML 36K
Agreement
3: EX-10.6 Exhibit 10.6 - Employment Agreement HTML 75K
4: EX-10.8 Exhibit 10.8 - Aip Summary of Terms 2021 HTML 39K
7: EX-21.1 Exhibit 21.1 - List of Subsidiaries HTML 44K
8: EX-23.1 Exhibit 23.1 - Consent of Independent Registered HTML 27K
Public Accounting Firm
9: EX-31.1 Exhibit 31.1 - CEO Sox 302 Certification HTML 30K
10: EX-31.2 Exhibit 31.2 - CFO Sox 302 Certification HTML 30K
11: EX-32.1 Exhibit 32.1 - CEO Sox 906 Certification HTML 27K
12: EX-32.2 Exhibit 32.2 - CFO Sox 906 Certification HTML 27K
19: R1 Document and Entity Information Cover HTML 91K
20: R2 Consolidated Statements of Income HTML 121K
21: R3 Consolidated Statements of Comprehensive Income HTML 48K
(Loss)
22: R4 Consolidated Balance Sheets HTML 163K
23: R5 Consolidated Statements of Stockholders' Equity HTML 99K
24: R6 Consolidated Statements of Cash Flows HTML 146K
25: R7 Organization and Other Matters HTML 40K
26: R8 Summary of Significant Accounting Policies HTML 93K
27: R9 Acquisitions HTML 38K
28: R10 IAA Separation and Discontinued Operations HTML 65K
29: R11 Stock and Stock-Based Compensation Plans HTML 95K
30: R12 Net Income (Loss) from Continuing Operations Per HTML 51K
Share
31: R13 Allowance for Credit Losses and Doubtful Accounts HTML 54K
32: R14 Finance Receivables and Obligations Collateralized HTML 64K
by Finance Receivables
33: R15 Goodwill and Other Intangible Assets HTML 80K
34: R16 Property and Equipment HTML 46K
35: R17 Self Insurance and Retained Loss Reserves HTML 40K
36: R18 Long-Term Debt HTML 63K
37: R19 Financial Instruments HTML 50K
38: R20 Convertible Preferred Stock HTML 36K
39: R21 Leases HTML 79K
40: R22 Income Taxes HTML 124K
41: R23 Employee Benefit Plans HTML 32K
42: R24 Commitments and Contingencies HTML 32K
43: R25 Accumulated Other Comprehensive Loss HTML 35K
44: R26 Segment Information HTML 133K
45: R27 Quarterly Financial Data (Unaudited) HTML 94K
46: R28 Summary of Significant Accounting Policies HTML 166K
(Policies)
47: R29 Summary of Significant Accounting Policies HTML 39K
(Tables)
48: R30 IAA Separation and Discontinued Operations HTML 66K
(Tables)
49: R31 Stock and Stock-Based Compensation Plans (Tables) HTML 96K
50: R32 Net Income (Loss) from Continuing Operations Per HTML 48K
Share (Tables)
51: R33 Allowance for Credit Losses and Doubtful Accounts HTML 57K
(Tables)
52: R34 Finance Receivables and Obligations Collateralized HTML 55K
by Finance Receivables (Tables)
53: R35 Goodwill and Other Intangible Assets (Tables) HTML 80K
54: R36 Property and Equipment (Tables) HTML 45K
55: R37 Self Insurance and Retained Loss Reserves (Tables) HTML 38K
56: R38 Long-Term Debt (Tables) HTML 57K
57: R39 Financial Instruments (Tables) HTML 44K
58: R40 Leases (Tables) HTML 83K
59: R41 Income Taxes (Tables) HTML 125K
60: R42 Accumulated Other Comprehensive Loss (Tables) HTML 34K
61: R43 Segment Information (Tables) HTML 128K
62: R44 Quarterly Financial Data (Unaudited) (Tables) HTML 94K
63: R45 Organization and Other Matters (Details) HTML 71K
64: R46 Summary of Significant Accounting Policies HTML 114K
(Details)
65: R47 Acquisitions (Details) HTML 74K
66: R48 IAA Separation and Discontinued Operations HTML 120K
(Details)
67: R49 Stock and Stock-Based Compensation Plan Summary HTML 49K
(Details)
68: R50 KAR Auction Services, Inc. Stock-Based HTML 94K
Compensation Plans (Details)
69: R51 Service and Exit Options (Details) HTML 96K
70: R52 Employee Stock Purchase Plan (Details) HTML 40K
71: R53 Share Repurchase Plan (Details) HTML 43K
72: R54 Net Income (Loss) from Continuing Operations Per HTML 76K
Share (Details)
73: R55 Allowance for Credit Losses and Doubtful Accounts HTML 39K
(Details)
74: R56 Allowance for Credit Losses and Doubtful Accounts HTML 34K
(Details 2)
75: R57 Finance Receivables and Obligations Collateralized HTML 85K
by Finance Receivables (Details)
76: R58 Goodwill and Other Intangible Assets (Details) HTML 53K
77: R59 Goodwill and Other Intangible Assets (Details 2) HTML 47K
78: R60 Goodwill and Other Intangible Assets (Details 3) HTML 67K
79: R61 Property and Equipment (Details) HTML 68K
80: R62 Self Insurance and Retained Loss Reserves HTML 46K
(Details)
81: R63 Long-Term Debt Summary and Future Principle HTML 85K
Payments (Details)
82: R64 Credit Facilities (Details) HTML 141K
83: R65 Senior Notes (Details) HTML 31K
84: R66 Other Debt (Details) HTML 47K
85: R67 Financial Instruments (Details) HTML 70K
86: R68 Financial Instruments (Details 2) HTML 41K
87: R69 Convertible Preferred Stock (Details) HTML 85K
88: R70 Components of Lease Expense (Details) HTML 36K
89: R71 Leases Supplemental Cash Flow Information Related HTML 40K
to Leases (Details)
90: R72 Leases Supplemental Balance Sheet Information HTML 65K
Related to Leases (Details)
91: R73 Leases Maturities of Lease Liabilities (Details) HTML 67K
92: R74 Leases Prior Year Leases Under ASC 840 (Details) HTML 27K
93: R75 Income Taxes (Details) HTML 170K
94: R76 Income Taxes (Details 2) HTML 32K
95: R77 Income Taxes (Details 3) HTML 48K
96: R78 Employee Benefit Plans (Details) HTML 34K
97: R79 Commitments and Contingencies (Details) HTML 29K
98: R80 Accumulated Other Comprehensive Loss (Details) HTML 36K
99: R81 Segment Information (Details) HTML 124K
100: R82 Segment Information (Details 2) HTML 47K
101: R83 Quarterly Financial Data (Unaudited) (Details) HTML 86K
103: XML IDEA XML File -- Filing Summary XML 184K
18: XML XBRL Instance -- kar-20201231_htm XML 3.42M
102: EXCEL IDEA Workbook of Financial Reports XLSX 153K
14: EX-101.CAL XBRL Calculations -- kar-20201231_cal XML 311K
15: EX-101.DEF XBRL Definitions -- kar-20201231_def XML 979K
16: EX-101.LAB XBRL Labels -- kar-20201231_lab XML 2.53M
17: EX-101.PRE XBRL Presentations -- kar-20201231_pre XML 1.58M
13: EX-101.SCH XBRL Schema -- kar-20201231 XSD 237K
104: JSON XBRL Instance as JSON Data -- MetaLinks 550± 806K
105: ZIP XBRL Zipped Folder -- 0001395942-21-000006-xbrl Zip 672K
‘EX-10.8’ — Exhibit 10.8 – Aip Summary of Terms 2021
KAR
Auction Services, Inc. Annual Incentive Program
Summary of Terms
The following is a summary of the 2021 KAR Auction Services, Inc. Annual Incentive Program (the “Program”) which is part of the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as amended and restated on June 10, 2014 (the “Omnibus Plan”). Any awards under the Program are subject to the approval of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of KAR Auction Services, Inc. (the “Company”). The Committee has all final authority with respect to administration and interpretation of the Program. All capitalized terms herein that are not otherwise defined shall have the meanings given to such terms in the Omnibus Plan.
Purpose of the Program
The
purpose of the Program is to reward eligible employees of the Company with incentive compensation based on their contributions toward meeting and exceeding overall Company goals.
Eligibility
Key employees of the Company may participate in the Program as determined by the Committee.
Effective Date
The Program is effective January 1, 2021. The Company reserves the right to revise or terminate the Program at any time, with or without advance notice, in accordance with applicable law.
Performance
Period
Each performance period under the Program will be one year in duration and will coincide with the Company's fiscal year (January 1 – December 31).
Awards
The award is tied to the performance of the Company and/or particular business unit, division, region or individual site during the performance period. The award opportunity is expressed as a percentage of base salary, which typically will be determined at the end of the performance period. The award is conditioned on satisfactory performance of job responsibilities.
Performance Goals and Targets
Through the annual planning
process, performance goals and targets are established. The performance goals and targets chosen for the Company, each business unit, division, region and site reflect the Company’s strategy, competitive situation and market potential. The award may be weighted on a combination of the performance of the Company, business unit, division, region or site. Actual performance goals and goal definitions are determined by the Committee and communicated to each participant.
The award is tied to specific “threshold,”“target” and “superior” performance goals. The “threshold” is the minimum performance goal that must be met before any award is earned. The
“target” opportunity represents the award amount received if the Company meets its targeted financial and, if applicable, non-financial goals. The “superior” opportunity represents the maximum performance goal that must be met for a maximum payout. The actual performance goals, goal definitions and
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award opportunities at threshold, target and superior levels of performance are determined by the Committee and communicated to each participant.
Calculation of Awards
In calculating your award, base salary as of the first full pay cycle in July during the Program year will be utilized. Please
note that if your bonus opportunity changes during the Program year, your award will be prorated as explained in the examples below.
Example One: Employee is bonus eligible with a base salary of $40,000 with a target opportunity of 20% and receives a promotion on 8/1/2021 with a base salary of $45,000 and a target opportunity of 25%.
Bonus calculation would be as follows:
$40,000 x 20% = $8,000 (target award) x (performance factor x goal weighting) x proration 7/12ths
plus
$40,000 x 25% = $10,000 (target award) x (performance factor x goal weighting) x proration 5/12ths
Base salary as of the first full pay cycle in July will be utilized and applied
to bonus opportunity changes
Example Two: Employee is bonus eligible with a base salary of $40,000 with a target opportunity of 20% and receives a promotion on 3/1/2021 with a base salary of $45,000 and a target opportunity of 25%.
Bonus calculation would be as follows:
$45,000 x 20% = $9,000 (target award) x (performance factor x goal weighting) x proration 2/12ths
plus
$45,000 x 25% = $11,250 (target award) x (performance factor x goal weighting) x proration 10/12ths
Base salary as of the first full pay cycle in July will be utilized and applied to bonus opportunity changes
The performance factor is
directly related to performance relative to the established threshold, target and superior performance goals. If actual results fall between the threshold, target or superior performance levels, straight-line interpolation will be used to determine the performance factor unless otherwise determined by the Committee. Multiple goal weightings must add to 100%.
Payment of Awards
Generally, all awards are paid out annually; however, certain non-executive officer positions, if approved by the Committee and the applicable business unit president, may be paid out quarterly or semiannually.
Generally, all awards will be paid out in cash, net of applicable withholding taxes. While awards are generally paid as soon as practicable after the audited financial results are available for the performance period, in the Committee’s sole discretion, payments
to participants other than executive officers of the Company may be based on an estimation of the audited financial results. Additionally, awards may be paid in one or more installments, in the Committee’s sole discretion.
In no event will any portion of any awards payable under the Program (including any pro rata awards paid upon certain terminations of employment described below and any installments) be paid later than March 15, 2022.
Discretionary Adjustment of Awards
The Committee retains discretion to adjust payouts up or down on a case-by-case basis. Individual award payouts may be adjusted downward or eliminated entirely due to personal performance of job responsibilities and/or noncompliance with
corporate policy or controls.
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In addition, consistent with the terms of the Omnibus Plan, as applicable, the Committee may adjust any or all performance goals during a performance period to reflect unforeseen, unusual or extraordinary events or circumstances including but not limited to (i) changes in accounting principles or practices, (ii) extraordinary gains or losses on the sale of assets, (iii) new or amended laws or regulations, and (iv) acquisitions or divestitures.
The Committee also has the authority to impose such other limitations on awards as it may deem necessary or appropriate.
Prorated Awards
In
the event that an individual transfers between business units or is promoted during the course of a performance period, a prorated award may be earned based on the time spent in each position.
All eligible employees hired or promoted on or before the 15th of the month will be prorated based on the number of months of Program eligibility, including the month of hire.
All eligible employees hired or promoted on or after the 16th of the month will be eligible to participate in the Program at the beginning of the following month.
All eligible employees hired on or after November 1st of the current year will not be eligible to participate in the Program until the beginning of the next Program year.
Termination
of Employment
Forfeiture
Generally, unless an individual’s Committee-approved employment agreement provides otherwise, upon termination of employment for any reason, the individual will forfeit any award that has not been paid.
Retirement, Disability or Death
In the event that employment is terminated as a result of retirement (defined below), disability (defined below) or death, the award will be prorated based on the number of months employed during the performance period prior to the termination of employment and based on and subject to actual performance during the performance period, in accordance with the Program. Payment will be paid as soon as practicable in the following year after the audited financial results are available for the performance period, but in no event later than March
15, 2022. In the event of death, the award will be paid to the individual’s beneficiary or, if no beneficiary is named, to their estate.
For purposes of the Program: (i) retirement shall mean a termination of a participant’s employment, other than for Cause, on or after the attainment of age 65, and (ii) disability shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment for the period of time as set forth under the long term disability program maintained by the Company for the benefit of the participant.
Voluntary Termination or Termination by the Company
Other than in the event
of a termination of employment as a result of retirement, in the event that a participant voluntarily terminates from employment or is involuntarily terminated by the Company, the participant will forfeit any award that has not been paid, in accordance with the Program. In
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other words, a participant must be employed by the Company on the date the award is actually paid by the Company.
Termination or Modification of the Program
The
Committee may modify or terminate the Program at any time, effective at such date as the Committee may determine. The Committee or Board may, prior to the end of the Program year, adopt a resolution fixing a minimum aggregate amount, which amount is in the Committee or Board’s discretion (a “Pool”), to be paid to participants under the Program for 2021. After such a Pool is established, (i) the Program may not be modified or terminated and the amount of the Pool may not be reduced after December 31, 2021, and (ii) any amounts forfeited by individual participants hereunder because they are not employed as of the payment date will not reduce the Pool but will be reallocated among other participants in the Program, and shall not revert to the Company.
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Dates Referenced Herein and Documents Incorporated by Reference
