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(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading symbol
Name of each exchange on which registered
iCommon Stock, par value $0.01 per share
iKAR
iNew
York Stock Exchange
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of stockholders of KAR Auction Services, Inc. (the "Company") was held on June 4, 2021 ("Annual Meeting").
(b) At the Annual Meeting, the stockholders:
•elected the director nominee designated by Ignition Parent LP ("Apax Investor") to the
Company’s Board of Directors;
•elected the other eight director nominees to the Company's Board of Directors;
•approved, on an advisory basis, executive compensation;
•approved an amendment and restatement to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as amended; and
•ratified the appointment of KPMG LLP as the Company's independent registered
public accounting firm for the fiscal year 2021.
The following are the final voting results for each of the five proposals voted on at the Annual Meeting.
1.Election of Director (Nominee Designated by the Apax Investor):*
NAME
FOR
AGAINST
ABSTAIN
BROKER NON
VOTES
Roy Mackenzie
32,766,648
0
0
0
* As described in the Company's proxy statement for the Annual Meeting, the holders of shares of Series A Convertible Preferred Stock, voting as a separate class, voted on the election of Mr. Mackenzie.
2.Election of Directors (Other Eight Nominees):
NAME
FOR
AGAINST
ABSTAIN
BROKER NON
VOTES
Carmel Galvin
139,141,414
7,497,160
341,127
4,756,078
James P. Hallett
143,825,137
2,803,693
350,871
4,756,078
Mark E. Hill
124,965,214
21,672,757
341,730
4,756,078
J.
Mark Howell
144,722,558
1,915,353
341,790
4,756,078
Stefan Jacoby
139,319,667
7,311,371
348,663
4,756,078
Peter Kelly
145,139,044
1,499,032
341,625
4,756,078
Michael T. Kestner
144,718,756
1,918,096
342,849
4,756,078
Mary
Ellen Smith
144,133,743
2,506,486
339,472
4,756,078
3.Advisory Vote on Executive Compensation:
FOR
AGAINST
ABSTAIN
BROKER NON VOTES
144,234,157
2,437,641
307,903
4,756,078
4.Amendment
and Restatement of the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as amended:
FOR
AGAINST
ABSTAIN
BROKER NON VOTES
139,573,738
7,059,794
346,169
4,756,078
5.Ratification
of Appointment of KPMG LLP:
FOR
AGAINST
ABSTAIN
150,396,039
991,285
348,455
(c) Not applicable.
(d) Not applicable.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.