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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, 2020
KAR-20200604_G1.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.)


11299 N. Illinois Street
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 ☐
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
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, 2020 ("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;

•approved the amendment to the KAR Auction Services, Inc. Employee Stock Purchase Plan (the "ESPP") to increase the total number of shares reserved for issuance under the ESPP by 1,500,000 shares; and

•ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year 2020.

The following are the final voting results for each of the four items voted on at the Annual Meeting.

1.Election of Directors:

NAME FOR AGAINST ABSTAIN BROKER
NON VOTES
David DiDomenico 117,149,152    1,175,974    390,676    4,002,974   
Carmel Galvin 116,864,834    1,453,625    397,343    4,002,974   
James P. Hallett 114,674,317    3,635,721    405,764    4,002,974   
Mark E. Hill 114,806,432    3,520,051    389,319    4,002,974   
J. Mark Howell 117,088,925    1,248,342    378,535    4,002,974   
Stefan Jacoby 115,517,789    2,804,949    393,064    4,002,974   
Michael T. Kestner 117,224,279    1,110,048    381,475    4,002,974   
Mary Ellen Smith 117,190,536    1,133,191    392,075    4,002,974   
Stephen E. Smith 116,958,259    1,382,481    375,062    4,002,974   

2.Advisory Vote on Executive Compensation:

FOR AGAINST ABSTAIN BROKER
NON VOTES
114,671,602    3,654,144    390,056    4,002,974   

3.Amendment to ESPP to Increase Share Reserve by 1,500,000 Shares:


FOR
AGAINST
ABSTAIN		 BROKER
NON VOTES
117,262,913    1,116,982    335,907    4,002,974   

4.Ratification of Appointment of KPMG LLP:

FOR AGAINST ABSTAIN
120,875,847    1,469,601    373,328   

(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 5, 2020 KAR Auction Services, Inc.

/s/ Charles S. Coleman
Charles S. Coleman
Senior Vice President, General Counsel and Secretary