SEC Info - KAR Auction Services, Inc. - ‘10-K’ for 12/31/19

KAR Auction Services, Inc. – ‘10-K’ for 12/31/19 – ‘EX-4.3’

On: Wednesday, 2/19/20, at 5:29pm ET · For: 12/31/19 · Accession #: 1395942-20-18 · File #: 1-34568

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.23M 2: EX-4.3 Exhibit 4.3 - Description of the Company's HTML 36K Securities 3: EX-10.13 Exhibit 10.13 - Kar Aip Summary of Terms 2020 HTML 46K 4: EX-10.35 Exhibit 10.35 - Form of 2020 Rsu Award Agreement HTML 55K for Section 16 5: EX-10.38 Exhibit 10.38 - Form of 2020 Prsu Award Agreement HTML 57K 6: EX-21.1 Exhibit 21.1 - List of Subsidiaries HTML 60K 7: EX-23.1 Exhibit 23.1 - Consent of Independent Registered HTML 30K Public Accounting Firm 8: EX-31.1 Exhibit 31.1 - CEO Sox 302 Certification HTML 35K 9: EX-31.2 Exhibit 31.2 - CFO Sox 302 Certification HTML 35K 10: EX-32.1 Exhibit 32.1 - CEO Sox 906 Certification HTML 29K 11: EX-32.2 Exhibit 32.2 - CFO Sox 906 Certification HTML 29K 49: R1 Document and Entity Information Cover HTML 83K 108: R2 Document and Entity Information HTML 36K 76: R3 Consolidated Statements of Income HTML 116K 33: R4 Consolidated Statements of Comprehensive Income HTML 40K 48: R5 Consolidated Balance Sheets HTML 164K 105: R6 Consolidated Balance Sheets (Parenthetical) HTML 56K 75: R7 Consolidated Statements of Stockholders' Equity HTML 91K 32: R8 Consolidated Statements of Stockholders' Equity HTML 28K (Parenthetical) 51: R9 Consolidated Statements of Cash Flows HTML 152K 107: R10 Organization and Other Matters HTML 46K 77: R11 Summary of Significant Accounting Policies HTML 98K 35: R12 Acquisitions and Equity Method Investments HTML 47K 50: R13 IAA Separation and Discontinued Operations HTML 92K 106: R14 Stock and Stock-Based Compensation Plans HTML 135K 74: R15 Net Income from Continuing Operations Per Share HTML 52K 34: R16 Allowance for Credit Losses and Doubtful Accounts HTML 59K 47: R17 Finance Receivables and Obligations Collateralized HTML 67K by Finance Receivables 104: R18 Goodwill and Other Intangible Assets HTML 93K 79: R19 Property and Equipment HTML 52K 18: R20 Self Insurance and Retained Loss Reserves HTML 45K 57: R21 Long-Term Debt HTML 92K 88: R22 Financial Instruments HTML 56K 81: R23 Leases HTML 75K 17: R24 Income Taxes HTML 145K 56: R25 Employee Benefit Plans HTML 31K 87: R26 Commitments and Contingencies HTML 33K 80: R27 Accumulated Other Comprehensive Loss HTML 36K 19: R28 Segment Information HTML 202K 55: R29 Quarterly Financial Data (Unaudited) HTML 120K 52: R30 Subsequent Event HTML 30K 37: R31 Summary of Significant Accounting Policies HTML 175K (Policies) 72: R32 Summary of Significant Accounting Policies HTML 43K (Tables) 102: R33 IAA Separation and Discontinued Operations HTML 94K (Tables) 53: R34 Stock and Stock-Based Compensation Plans (Tables) HTML 122K 38: R35 Net Income from Continuing Operations Per Share HTML 49K (Tables) 73: R36 Allowance for Credit Losses and Doubtful Accounts HTML 63K (Tables) 103: R37 Finance Receivables and Obligations Collateralized HTML 63K by Finance Receivables (Tables) 54: R38 Goodwill and Other Intangible Assets (Tables) HTML 95K 36: R39 Property and Equipment (Tables) HTML 51K 58: R40 Self Insurance and Retained Loss Reserves (Tables) HTML 41K 21: R41 Long-Term Debt (Tables) HTML 77K 85: R42 Financial Instruments (Tables) HTML 49K 92: R43 Leases (Tables) HTML 85K 60: R44 Income Taxes (Tables) HTML 144K 22: R45 Accumulated Other Comprehensive Loss (Tables) HTML 35K 86: R46 Segment Information (Tables) HTML 202K 93: R47 Quarterly Financial Data (Unaudited) (Tables) HTML 120K 61: R48 Organization and Other Matters (Details) HTML 62K 20: R49 Summary of Significant Accounting Policies HTML 117K (Details) 26: R50 Acquisitions (Details) HTML 68K 42: R51 Equity Method Investments (Details) HTML 46K 100: R52 IAA Separation and Discontinued Operations HTML 140K (Details) 71: R53 Stock and Stock-Based Compensation Plan Summary HTML 52K (Details) 25: R54 KAR Auction Services, Inc. Stock-Based HTML 100K Compensation Plans (Details) 41: R55 Service and Exit Options (Details) HTML 106K 99: R56 Employee Stock Purchase Plan (Details) HTML 40K 70: R57 Share Repurchase Plan (Details) HTML 45K 27: R58 Net Income from Continuing Operations Per Share HTML 69K (Details) 39: R59 Allowance for Credit Losses and Doubtful Accounts HTML 41K (Details) 91: R60 Allowance for Credit Losses and Doubtful Accounts HTML 36K (Details 2) 83: R61 Finance Receivables and Obligations Collateralized HTML 90K by Finance Receivables (Details) 24: R62 Goodwill and Other Intangible Assets (Details) HTML 41K 63: R63 Goodwill and Other Intangible Assets (Details 2) HTML 43K 90: R64 Goodwill and Other Intangible Assets (Details 3) HTML 71K 82: R65 Property and Equipment (Details) HTML 71K 23: R66 Self Insurance and Retained Loss Reserves HTML 48K (Details) 62: R67 Long-Term Debt Summary and Future Principle HTML 110K Payments (Details) 89: R68 Credit Facilities (Details) HTML 159K 84: R69 Senior Notes (Details) HTML 44K 66: R70 Other Debt (Details) HTML 63K 95: R71 Financial Instruments (Details) HTML 60K 44: R72 Financial Instruments (Details 2) HTML 38K 29: R73 Components of Lease Expense (Details) HTML 38K 67: R74 Leases Supplemental Cash Flow Information Related HTML 42K to Leases (Details) 96: R75 Leases Supplemental Balance Sheet Information HTML 71K Related to Leases (Details) 45: R76 Leases Maturities of Lease Liabilities (Details) HTML 68K 30: R77 Leases Prior Year Leases Under ASC 840 (Details) HTML 40K 64: R78 Income Taxes (Details) HTML 205K 98: R79 Income Taxes (Details 2) HTML 34K 65: R80 Income Taxes (Details 3) HTML 53K 94: R81 Employee Benefit Plans (Details) HTML 36K 43: R82 Commitments and Contingencies (Details) HTML 31K 28: R83 Accumulated Other Comprehensive Loss) (Details) HTML 36K 68: R84 Segment Information (Details) HTML 140K 97: R85 Segment Information (Details 2) HTML 49K 46: R86 Quarterly Financial Data (Unaudited) (Details) HTML 87K 31: R87 Subsequent Event Subsequent Event (Details) HTML 35K 69: XML IDEA XML File -- Filing Summary XML 192K 40: XML XBRL Instance -- kar-20191231x10k_htm XML 3.54M 78: EXCEL IDEA Workbook of Financial Reports XLSX 131K 13: EX-101.CAL XBRL Calculations -- kar-20191231_cal XML 306K 14: EX-101.DEF XBRL Definitions -- kar-20191231_def XML 950K 15: EX-101.LAB XBRL Labels -- kar-20191231_lab XML 2.48M 16: EX-101.PRE XBRL Presentations -- kar-20191231_pre XML 1.55M 12: EX-101.SCH XBRL Schema -- kar-20191231 XSD 234K 59: JSON XBRL Instance as JSON Data -- MetaLinks 502± 755K 101: ZIP XBRL Zipped Folder -- 0001395942-20-000018-xbrl Zip 580K

EXHIBIT 4.3

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

KAR Auction Services, Inc. (the “Company,” “we,” “us” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock.

The general terms and provisions of our common stock are summarized below. This summary does not purport to be complete and is subject to, and is qualified in its entirety by express reference to, the provisions of our amended and restated certificate of incorporation and by-laws, each of which is filed as an exhibit to the Annual Report on Form 10‑K of which this Exhibit 4.3 is a part. We encourage you to read our amended and restated certificate of incorporation and by-laws and the applicable provisions of the General Corporation Law of the State of Delaware (“DGCL”) for additional information.

Our authorized capital stock consists of 400,000,000 shares of common stock, par value $0.01 per share, and 100,000,000 shares of preferred stock, par value $0.01 per share.

Description of Common Stock

We have one class of common stock. All holders of our common stock are entitled to the same rights and privileges, as described below.

Voting Rights. Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the holders of our common stock, voting together as a single class, including the election of directors. Our stockholders do not have cumulative voting rights in the election of directors. Directors standing for election at an annual meeting of stockholders, or any special meeting of stockholders called for the purpose of electing directors, will be elected by a majority of the votes cast in an uncontested election.

Dividends. Subject to the prior rights of holders of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors.

Other Rights. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. All of our outstanding shares of common stock are fully paid and non-assessable.

Liquidation and Dissolution. Subject to the prior rights of our creditors and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock, in the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders.

Transfer Agent. The registrar and transfer agent for our common stock is American Stock Transfer and Trust Company.

Listing. Our common stock is listed on the New York Stock Exchange under the symbol “KAR.”

Anti-Takeover Effects of Delaware Law, Our Amended and Restated Certificate of Incorporation and By-laws

Provisions of the DGCL and our amended and restated certificate of incorporation and by-laws could make it more difficult to acquire the Company by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of the Company to first negotiate with our board of directors. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation and by-laws and the DGCL.

We elected in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination,” such as a merger, with a person or group owning 15% or more of the corporation’s voting stock for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, we will not be subject to any anti-takeover effects of Section 203.

Certain other provisions of our amended and restated certificate of incorporation and by-laws may be considered to have an anti-takeover effect and may delay or prevent a tender offer or other corporate transaction that a stockholder might consider to be in its best interest, including those transactions that might result in payment of a premium over the market price for our shares. These provisions are designed to discourage certain types of transactions that may involve an actual or threatened change of control of us without prior approval of our board of directors. These provisions are meant to encourage persons interested in acquiring control of us to first consult with our board of directors to negotiate terms of a potential business combination or offer. We believe that these provisions protect against an unsolicited proposal for a takeover of us that might affect the long term value of our stock or that may be otherwise unfair to our stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors. These provisions include:


•	rules regarding how our stockholders may present proposals or nominate directors for election at stockholder meetings;


•	permitting our board of directors to issue preferred stock without stockholder approval;


•	granting to the board of directors, and not to the stockholders, the sole power to set the number of directors;


•	authorizing vacancies on our board of directors to be filled only by a vote of the majority of the directors then in office and specifically denying our stockholders the right to fill vacancies in the board;


•	authorizing the removal of directors, with or without cause, only upon the affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote for the election of directors;


•	prohibiting stockholders from calling special meetings of stockholders; and


•	prohibiting stockholder action by written consent.

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 OPENLANE, Inc. 10-K 12/31/23 112:14M 11/02/23 OPENLANE, Inc. 10-Q 9/30/23 68:7.4M 8/03/23 OPENLANE, Inc. 10-Q 6/30/23 66:7.3M 5/03/23 OPENLANE, Inc. 10-Q 3/31/23 60:6.8M 3/22/23 OPENLANE, Inc. 10-Q/A 9/30/22 62:7.2M 3/22/23 OPENLANE, Inc. 10-Q/A 6/30/22 61:7M 3/22/23 OPENLANE, Inc. 10-Q/A 3/31/22 61:6.1M 3/09/23 OPENLANE, Inc. 10-K 12/31/22 111:15M 11/02/22 OPENLANE, Inc. 10-Q 9/30/22 62:9.3M 8/03/22 OPENLANE, Inc. 10-Q 6/30/22 58:7.4M 5/04/22 OPENLANE, Inc. 10-Q 3/31/22 59:6.4M 2/23/22 OPENLANE, Inc. 10-K 12/31/21 110:15M 11/03/21 OPENLANE, Inc. 10-Q 9/30/21 57:6.9M 8/04/21 OPENLANE, Inc. 10-Q 6/30/21 55:6.8M 5/05/21 OPENLANE, Inc. 10-Q 3/31/21 57:5.6M 2/18/21 OPENLANE, Inc. 10-K 12/31/20 105:14M 11/04/20 OPENLANE, Inc. 10-Q 9/30/20 68:9.7M 8/05/20 OPENLANE, Inc. 10-Q 6/30/20 67:8.8M

KAR Auction Services, Inc. – ‘10-K’ for 12/31/19 – ‘EX-4.3’

On: Wednesday, 2/19/20, at 5:29pm ET · For: 12/31/19 · Accession #: 1395942-20-18 · File #: 1-34568

Previous ‘10-K’: ‘10-K’ on 2/21/19 for 12/31/18 · Next: ‘10-K’ on 2/18/21 for 12/31/20 · Latest: ‘10-K’ on 2/21/24 for 12/31/23 · 18 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-4.3’ — Exhibit 4.3 – Description of the Company’s Securities

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

18 Subsequent Filings that Reference this Filing

KAR Auction Services, Inc. – ‘10-K’ for 12/31/19 – ‘EX-4.3’

On: Wednesday, 2/19/20, at 5:29pm ET · For: 12/31/19 · Accession #: 1395942-20-18 · File #: 1-34568

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-4.3’ — Exhibit 4.3 – Description of the Company’s Securities

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

18 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents