UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2019

KARGREENLOGONEWOCT2018.JPG
KAR Auction Services, Inc.
(Exact name of Registrant as specified in its charter)


Delaware
 
001-34568
 
20-8744739
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(I.R.S. Employer
Identification No.)

    
13085 Hamilton Crossing Boulevard
Carmel, Indiana 46032
(Address of principal executive offices)
(Zip Code)

(800) 923-3725
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
KAR
 
New 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, 2019 (“Annual Meeting”).
 
(b)
At the Annual Meeting, the stockholders:
 
 
•    elected all nine nominees for director to the Company’s Board of Directors;

•    approved, on an advisory basis, executive compensation; and

•    ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2019.
 
The following are the final voting results for each of the three items voted on at the Annual Meeting.
 
1.
Election of Directors:                                      
NAME
FOR
AGAINST
ABSTAIN
BROKER
NON VOTES
Donna R. Ecton
117,411,450
291,134
9,418
4,553,294
James P. Hallett
113,648,582
2,378,379
1,685,041
4,553,294
Mark E. Hill
113,872,715
3,827,034
12,253
4,553,294
J. Mark Howell
117,166,467
532,952
12,583
4,553,294
Stefan Jacoby
117,456,685
244,603
10,714
4,553,294
Lynn Jolliffe
115,750,346
1,949,843
11,813
4,553,294
Michael T. Kestner
115,818,474
267,467
1,626,061
4,553,294
John P. Larson
117,434,127
264,844
13,031
4,553,294
Stephen E. Smith
115,733,908
1,965,918
12,176
4,553,294
    
2.
Advisory Vote on Executive Compensation:                                 
FOR
AGAINST
ABSTAIN
BROKER
NON VOTES
110,793,923
6,268,562
649,517
4,553,294

3.
Ratification of Appointment of KPMG LLP:
FOR
AGAINST
ABSTAIN
119,190,946
1,439,365
1,634,985

(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.
 
 
 
Dated: June 6, 2019
KAR Auction Services, Inc.
 
 
 
By: /s/ Rebecca C. Polak
 
Name: Rebecca C. Polak
 
Title: Chief Legal Officer and Secretary



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