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As Of Filer Filing For·On·As Docs:Size 11/04/14 KAR Auction Services, Inc. 8-K:5,9 11/04/14 2:279K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-3.1 Second Amended & Restated By-Laws of Kar Auction HTML 145K Services, Inc.
Form 8-K - Director & Bylaw Changes |
Delaware (State or other jurisdiction of incorporation) | (Commission File Number) | 20-8744739
(I.R.S. Employer Identification No.) | ||||
13085 Hamilton Crossing Boulevard (Address of principal executive offices) (Zip Code) | ||||||
(800)
923-3725 (Registrant’s telephone number, including area code) | ||||||
Item
5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.03 | Amendments to the Articles of Incorporation or Bylaws;
Change in Fiscal Year. |
Effective as of October 29, 2014, the Company amended and restated its By-Laws (as so amended, the “Amended By-Laws”) to amend Article II, Section 9 to adopt a majority voting standard for the election of directors in uncontested elections. The new majority voting standard provides that to be elected in an uncontested election, a director nominee must receive a majority of the votes cast with respect to that nominee’s election such that the number of votes cast
“for” a nominee’s election exceeds the number of votes cast “against” that nominee’s election. Any incumbent director who fails to receive the required number of votes in an uncontested election must tender his or her resignation to the Board, at which time the Board will determine whether to accept the resignation through a process managed by the Nominating and Corporate Governance Committee. In contested elections where the number of nominees exceeds the number of directors to be election, the voting standard will continue to be a plurality of votes cast. The Amended By-Laws also include technical, stylistic and conforming changes. In connection with the adoption of the Amended By-Laws,
the Company also amended its Corporate Governance Guidelines (as amended, the “Amended Corporate Governance Guidelines”) to include the requirement that an incumbent director who fails to receive the required number of votes in an uncontested election tender his or her resignation to the Board. The Amended Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee will determine whether to accept such director’s resignation or take other action and will submit its recommendation for prompt consideration to the Board. The Amended Corporate Governance Guidelines require that the Board publicly disclose its decision whether to accept the director’s tendered resignation, and the reasons for rejecting the resignation, if applicable, in a Form 8-K filed with the Securities and Exchange Commission within 90
days following the certification of the stockholder vote. The foregoing description of the Amended By-Laws and the Amended Corporate Governance Guidelines does not purport to be complete and is qualified in its entirety by reference to the Amended By-Laws attached hereto as Exhibit 3.1, and incorporated herein by reference, and the Amended Corporate Governance Guidelines, which are available on the Company’s website
at www.karauctionservices.com/investor-relations/corporate-governance/Guidelines. | |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits: |
Exhibit No. | Description | |
3.1 | Second
Amended and Restated By-Laws of KAR Auction Services, Inc. |
KAR
AUCTION SERVICES, INC. | |||||
Dated: November 4, 2014 | By: | /s/ | |||
Name: | |||||
Title: | Executive Vice President, General Counsel and Secretary |
Exhibit No. | Description | |
3.1 | Second
Amended and Restated By-Laws of KAR Auction Services, Inc. |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/14 | ||||
Filed on / For Period End: | 11/4/14 | 8-K | ||
10/29/14 | 4 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 OPENLANE, Inc. S-3ASR 2/22/24 4:426K 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 6/04/21 OPENLANE, Inc. S-8 6/04/21 3:118K 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 11/13/20 OPENLANE, Inc. S-8 11/13/20 3:120K 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 |