Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K 10-K - 2017 Form 10-K HTML 1.49M
2: EX-10.12 Exhibit 10.12 - Annual Incentive Program Summary HTML 44K 2018
3: EX-10.33 Exhibit 10.33 - Form of 2018 Rsu Award Agreement HTML 48K
4: EX-10.5B Exhibit 10.5B - Employment Agreement Amendment HTML 32K
5: EX-10.7B Exhibit 10.7B - Employment Agreement Amendment HTML 32K
6: EX-10.8B Exhibit 10.8B - Employment Agreement Amendment HTML 33K
7: EX-21.1 Exhibit 21.1 - List of Subsidiaries HTML 58K
8: EX-23.1 Exhibit 23.1 - Consent of Independent Registered HTML 28K
Public Accounting Firm
9: EX-31.1 Exhibit 31.1 - CEO Sox 302 Certification HTML 33K
10: EX-31.2 Exhibit 31.2 - CFO Sox 302 Certification HTML 33K
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 HTML 53K
20: R2 Consolidated Statements of Income HTML 85K
21: R3 Consolidated Statements of Comprehensive Income HTML 41K
22: R4 Consolidated Balance Sheets HTML 129K
23: R5 Consolidated Balance Sheets (Parenthetical) HTML 52K
24: R6 Consolidated Statements of Stockholders' Equity HTML 86K
25: R7 Consolidated Statements of Stockholders' Equity HTML 26K
(Parenthetical)
26: R8 Consolidated Statements of Cash Flows HTML 131K
27: R9 Organization and Other Matters HTML 43K
28: R10 Summary of Significant Accounting Policies HTML 88K
29: R11 Acquisitions and Equity Method Investments HTML 45K
30: R12 Stock and Stock-Based Compensation Plans HTML 126K
31: R13 Net Income Per Share HTML 49K
32: R14 Allowance for Credit Losses and Doubtful Accounts HTML 57K
33: R15 Finance Receivables and Obligations Collateralized HTML 66K
by Finance Receivables
34: R16 Goodwill and Other Intangible Assets HTML 99K
35: R17 Property and Equipment HTML 58K
36: R18 Self Insurance and Retained Loss Reserves HTML 43K
37: R19 Long-Term Debt HTML 90K
38: R20 Financial Instruments HTML 63K
39: R21 Leasing Agreements HTML 45K
40: R22 Income Taxes HTML 136K
41: R23 Employee Benefit Plans HTML 29K
42: R24 Commitments and Contingencies HTML 38K
43: R25 Accumulated Other Comprehensive Income (Loss) HTML 35K
44: R26 Segment Information HTML 234K
45: R27 Quarterly Financial Data (Unaudited) HTML 119K
46: R28 Subsequent Events HTML 28K
47: R29 Summary of Significant Accounting Policies HTML 158K
(Policies)
48: R30 Summary of Significant Accounting Policies HTML 41K
(Tables)
49: R31 Stock and Stock-Based Compensation Plans (Tables) HTML 107K
50: R32 Net Income Per Share (Tables) HTML 46K
51: R33 Allowance for Credit Losses and Doubtful Accounts HTML 61K
(Tables)
52: R34 Finance Receivables and Obligations Collateralized HTML 61K
by Finance Receivables (Tables)
53: R35 Goodwill and Other Intangible Assets (Tables) HTML 98K
54: R36 Property and Equipment (Tables) HTML 63K
55: R37 Self Insurance and Retained Loss Reserves (Tables) HTML 39K
56: R38 Long-Term Debt (Tables) HTML 74K
57: R39 Financial Instruments (Tables) HTML 52K
58: R40 Leasing Agreements (Tables) HTML 42K
59: R41 Income Taxes (Tables) HTML 135K
60: R42 Accumulated Other Comprehensive Income (Loss) HTML 35K
(Tables)
61: R43 Segment Information (Tables) HTML 233K
62: R44 Quarterly Financial Data (Unaudited) (Tables) HTML 119K
63: R45 Organization and Other Matters (Details) HTML 73K
64: R46 Summary of Significant Accounting Policies HTML 98K
(Details)
65: R47 Acquisitions (Details) HTML 86K
66: R48 Equity Method Investments (Details) HTML 68K
67: R49 Stock and Stock-Based Compensation Plan Summary HTML 38K
(Details)
68: R50 KAR Auction Services, Inc. Stock-Based HTML 115K
Compensation Plans (Details)
69: R51 Service and Exit Options (Details) HTML 125K
70: R52 Employee Stock Purchase Plan (Details) HTML 38K
71: R53 Share Repurchase Plan (Details) HTML 54K
72: R54 Net Income Per Share (Details) HTML 61K
73: R55 Allowance for Credit Losses and Doubtful Accounts HTML 36K
(Details)
74: R56 Allowance for Credit Losses and Doubtful Accounts HTML 35K
(Details 2)
75: R57 Finance Receivables and Obligations Collateralized HTML 104K
by Finance Receivables (Details)
76: R58 Goodwill and Other Intangible Assets (Details) HTML 42K
77: R59 Goodwill and Other Intangible Assets (Details 2) HTML 40K
78: R60 Goodwill and Other Intangible Assets (Details 3) HTML 51K
79: R61 Goodwill and Other Intangible Assets (Details 4) HTML 43K
80: R62 Property and Equipment (Details) HTML 68K
81: R63 Property and Equipment (Details 2) HTML 33K
82: R64 Self Insurance and Retained Loss Reserves HTML 44K
(Details)
83: R65 Long-Term Debt Summary and Future Principle HTML 100K
Payments (Details)
84: R66 Credit Facilities (Details) HTML 145K
85: R67 Senior Notes (Details) HTML 37K
86: R68 Other Debt (Details) HTML 43K
87: R69 Financial Instruments (Details) HTML 74K
88: R70 Financial Instruments (Details 2) HTML 37K
89: R71 Leasing Agreements (Details) HTML 70K
90: R72 Income Taxes (Details) HTML 186K
91: R73 Income Taxes (Details 2) HTML 32K
92: R74 Income Taxes (Details 3) HTML 52K
93: R75 Employee Benefit Plans (Details) HTML 34K
94: R76 Commitments and Contingencies (Details) HTML 54K
95: R77 Accumulated Other Comprehensive Income (Loss) HTML 36K
(Details)
96: R78 Segment Information (Details) HTML 144K
97: R79 Segment Information (Details 2) HTML 43K
98: R80 Quarterly Financial Data (Unaudited) (Details) HTML 77K
100: XML IDEA XML File -- Filing Summary XML 174K
99: EXCEL IDEA Workbook of Financial Reports XLSX 126K
13: EX-101.INS XBRL Instance -- kar-20171231 XML 3.53M
15: EX-101.CAL XBRL Calculations -- kar-20171231_cal XML 291K
16: EX-101.DEF XBRL Definitions -- kar-20171231_def XML 868K
17: EX-101.LAB XBRL Labels -- kar-20171231_lab XML 2.17M
18: EX-101.PRE XBRL Presentations -- kar-20171231_pre XML 1.37M
14: EX-101.SCH XBRL Schema -- kar-20171231 XSD 217K
101: ZIP XBRL Zipped Folder -- 0001395942-18-000028-xbrl Zip 334K
‘EX-10.12’ — Exhibit 10.12 – Annual Incentive Program Summary 2018
KAR
Auction Services, Inc. Annual Incentive Program
Summary of Terms
The following is a summary of the 2018 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, 2018. 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 personal performance as well as the financial performance of the Company 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 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 award opportunities at threshold, target and superior levels of performance are set forth in an individual’s personalized incentive compensation statement. The award is conditioned on satisfactory performance of job responsibilities.
2
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 overall performance of the Company, business unit, division, region or site. Actual performance goals and goal definitions are included with the personalized incentive compensation statement materials.
Calculation of Awards
In calculating your award, actual base salary during the Program year will be utilized. Please note that if your salary or 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 merit increase of 2% on 7/1/2018. Bonus calculation would be as follows:
$40,000 x 20% = $8,000 (target award) x performance factor x goal weighting x proration 6/12ths
plus
$40,800 x 20% = $8,160 (target award) x performance factor x goal weighting x proration 6/12ths
Example Two: Employee is bonus eligible with a base salary of $40,000
with a target opportunity of 20% and receives a promotion on 7/1/2018 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 6/12ths
plus
$45,000 x 25% = $11,250 (target award) x performance factor x goal weighting x proration 6/12ths
The performance factor is directly related to financial performance relative to the established threshold, target and superior performance goals. If actual financial results fall between the threshold, target or superior performance levels, straight-line
interpolation will be used to determine the performance factor. 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, 2019.
3
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.
In addition, consistent with the terms of the Omnibus Plan, as applicable, the Committee may adjust any or all financial goals during 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, 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, 2019. 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.
4
Voluntary Termination or Termination by the
Company
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 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 2018. 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, 2018, 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.
5
Dates Referenced Herein and Documents Incorporated by Reference
