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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 7, 2024

OPENLANElogo2023.jpg

OPENLANE, Inc.
(Exact name of Registrant as specified in its charter)

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


11299 N. Illinois Street, Suite 500
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $0.01 per shareKARNew York Stock Exchange
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. ☐








Item 5.07    Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of stockholders of OPENLANE, Inc. (the “Company”) was held on June 7, 2024 (“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 seven director nominees to the Company’s Board of Directors;
•approved, on an advisory basis, executive compensation;
•approved an amendment and restatement of the KAR Auction Services, Inc. Amended and Restated 2009 Omnibus Stock and Incentive Plan (“Omnibus Plan”); and
•ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2024.
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):*
NAMEFORAGAINSTABSTAINBROKER
NON VOTES
Roy Mackenzie35,797,296000
* 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 Seven Nominees):
NAMEFORAGAINSTABSTAINBROKER
NON VOTES
Carmel Galvin128,395,4106,404,49926,7694,468,394
J. Mark Howell133,924,558880,25821,8624,468,394
Stefan Jacoby119,134,99415,663,83627,8484,468,394
Peter Kelly133,935,301871,32920,0484,468,394
Michael T. Kestner133,140,5541,658,63227,4924,468,394
Sanjeev Mehra134,141,334651,60233,7424,468,394
Mary Ellen Smith130,844,4923,961,18321,0034,468,394
3.Advisory Vote on Executive Compensation:
FORAGAINSTABSTAINBROKER
NON VOTES
130,471,7314,107,728247,2194,468,394
4.Amendment and Restatement of the Omnibus Plan:
FORAGAINSTABSTAINBROKER
NON VOTES
130,024,2004,784,70317,7754,468,394
5.Ratification of Appointment of KPMG LLP:
FORAGAINSTABSTAIN
138,625,457638,66130,954





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 10, 2024OPENLANE, Inc.
/s/ Charles S. Coleman
Charles S. Coleman
Executive Vice President, Chief Legal Officer and Secretary

v3.24.1.1.u2
Document and Entity Information Document
Jun. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 07, 2024
Entity Registrant Name OPENLANE, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-34568
Entity Tax Identification Number 20-8744739
Entity Address, Address Line One 11299 N. Illinois Street, Suite 500
Entity Address, City or Town Carmel
Entity Address, State or Province IN
Entity Address, Postal Zip Code 46032
City Area Code 800
Local Phone Number 923-3725
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol KAR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001395942
Amendment Flag false
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