Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.41M
3: EX-10.28B Exhibit 10.28B - Kar Directors Deferred HTML 25K Compensation Plan Amendment
2: EX-10.8C Exhibit 10.8C - Consulting Agreement With Polak HTML 47K
4: EX-31.1 Exhibit 31.1 - CEO Sox 302 Certification HTML 27K
5: EX-31.2 Exhibit 31.2 - CFO Sox 302 Certification HTML 27K
6: EX-32.1 Exhibit 32.1 - CEO Sox 906 Certification HTML 21K
7: EX-32.2 Exhibit 32.2 - CFO Sox 906 Certification HTML 21K
64: R1 Document and Entity Information HTML 77K
25: R2 Consolidated Statements of Income HTML 105K
19: R3 Consolidated Statements of Comprehensive Income HTML 32K
41: R4 Consolidated Balance Sheets HTML 157K
65: R5 Consolidated Balance Sheets (Parenthetical) HTML 48K
26: R6 Consolidated Statements of Stockholders' Equity HTML 93K
20: R7 Consolidated Statements of Stockholders' Equity HTML 20K
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43: R8 Consolidated Statements of Cash Flows HTML 134K
62: R9 Basis of Presenation and Nature of Operations HTML 52K
21: R10 Acquisitions HTML 26K
27: R11 IAA Separation and Discontinued Operations HTML 93K
66: R12 Stock and Stock-Based Compensation Plans HTML 44K
42: R13 Net Income from Continuing Operations Per Share HTML 51K
18: R14 Finance Receivables and Obligations Collateralized HTML 66K
by Finance Receivables
24: R15 Long-Term Debt HTML 71K
63: R16 Derivatives HTML 47K
40: R17 Leases HTML 67K
17: R18 Commitments and Contingencies HTML 24K
28: R19 Accumulated Other Comprehensive Income (Loss) HTML 28K
56: R20 Segment Information HTML 210K
50: R21 Subsequent Event HTML 23K
16: R22 Basis of Presentation and Nature of Operations HTML 47K
Accounting Policies (Policies)
36: R23 IAA Separation and Discontinued Operations HTML 95K
(Tables)
55: R24 Stock and Stock-Based Compensation Plans (Tables) HTML 38K
49: R25 Net Income from Continuing Operations Per Share HTML 47K
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15: R26 Finance Receivables and Obligations Collateralized HTML 63K
by Finance Receivables (Tables)
35: R27 Long-Term Debt (Tables) HTML 60K
57: R28 Derivatives (Tables) HTML 45K
48: R29 Leases (Tables) HTML 71K
37: R30 Accumulated Other Comprehensive Income (Loss) HTML 27K
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59: R31 Segment Information (Tables) HTML 212K
29: R32 Basis of Presentation and Nature of Operations HTML 60K
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22: R33 Acquisitions (Details) HTML 49K
38: R34 IAA Separation and Discontinued Operations HTML 135K
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60: R35 Stock and Stock-Based Compensation Summary HTML 46K
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30: R36 Share Repurchase Plan (Details) HTML 39K
23: R37 Net Income from Continuing Operations Per Share HTML 57K
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39: R38 Finance Receivables and Obligations Collateralized HTML 67K
by Finance Receivables (Details)
58: R39 Long-Term Debt Summary (Details) HTML 67K
45: R40 Credit Facilities (Details) HTML 146K
52: R41 Derivatives (Details) HTML 49K
32: R42 Derivatives (Details 2) HTML 27K
13: R43 Leases Components of Lease Expense (Details) HTML 31K
46: R44 Leases Supplemental Cash Flow Information Related HTML 34K
to Leases (Details)
53: R45 Leases Supplemental Balance Sheet Information HTML 63K
Related to Leases (Details)
33: R46 Leases Maturities of Lease Liabilities (Details) HTML 60K
14: R47 Commitments and Contingencies (Details) HTML 21K
47: R48 Accumulated Other Comprehensive Income (Loss) HTML 28K
(Details)
51: R49 Segment Information (Details 1) HTML 103K
67: R50 Segment Information (Details 2) HTML 30K
44: R51 Subsequent Event (Details) HTML 29K
61: XML IDEA XML File -- Filing Summary XML 117K
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31: EXCEL IDEA Workbook of Financial Reports XLSX 70K
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10: EX-101.DEF XBRL Definitions -- kar-20190930_def XML 532K
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‘EX-10.28B’ — Exhibit 10.28B – Kar Directors Deferred Compensation Plan Amendment
THIS AMENDMENT NO. 1 TO THE KAR AUCTION SERVICES, INC. DIRECTORS DEFERRED COMPENSATION PLAN (this “Amendment”) is made as of June 28, 2019.
WHEREAS, KAR Auction Services, Inc. (“KAR”)
maintains the KAR Auction Services, Inc. Directors Deferred Compensation Plan (the “Plan”) pursuant to which non-employee directors of KAR are provided with the opportunity to defer retainer fees and stock payments;
WHEREAS, on June 28, 2019, KAR will separate KAR’s salvage auction businesses from its whole car auction businesses (the “Spin-Off”), creating a new publicly-traded company, IAA, Inc. (“IAA”);
WHEREAS, at the effective time of the Spin-Off, each non-employee director of KAR who holds a deferred stock unit with respect to KAR common stock (each, a
“KAR Unit”) pursuant to the terms and conditions of the Plan will continue to hold such KAR Unit and will, in addition thereto, receive a deferred stock unit with respect to IAA common stock (each, an “IAA Unit”) for each KAR Unit held by such non-employee director, in accordance with the terms set forth in that certain Employee Matters Agreement that will be entered into by KAR and IAA as of immediately prior to the Spin-Off;
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan; and
WHEREAS, KAR desires to amend the Plan as set forth below.
NOW
THEREFORE, the Plan is hereby amended as follows:
1.
Notwithstanding any provision of the Plan to the contrary, each Participant whose Account following the Spin-Off is credited with IAA Units shall have the option to make a one-time election, in his or her sole discretion, to reinvest all or a portion of such IAA Units into (a) non-stock compensation pursuant to Section 6.2 of the Plan (the “Cash Election”), (b) KAR Units in accordance with Section 6.3 of the Plan (the “Company Stock Election”), or (c) a combination of the Cash Election and the
Company Stock Election. Such election must be made within ninety (90) days following the completion of the Spin-Off, pursuant to an Election Form and in accordance with procedures established by the Administrator. Upon making such election, the Participant’s account shall be reduced by the number of IAA Units with respect to which an election has been made and shall be credited with (i) cash in amount equal to the IAA Value of IAA Units with respect to which a Cash Election has been made, as of the date of such Cash Election and (ii) a number of KAR Units with a Fair Market Value equal to the IAA Value
of IAA Units with respect to which a Company Stock Election has been made, as of the date of such Company Stock Election.
2.
“IAA
Value” shall mean “Fair Market Value”; provided, however, that any references to “Company Stock” in the definition of “Fair Market Value” shall instead refer to common stock of IAA.
3.
Except as modified by this Amendment, the Plan is hereby confirmed in all respects.
