Document


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, 2018

karlogonew2018a.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





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, 2018 (“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 2018.
 
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
Todd F. Bourell
119,548,086
1,186,278
233,420
4,298,728
Donna R. Ecton
120,443,407
291,721
232,656
4,298,728
James P. Hallett
117,951,568
1,516,254
1,499,962
4,298,728
Mark E. Hill
118,232,011
2,503,115
232,658
4,298,728
J. Mark Howell
120,362,520
372,233
233,031
4,298,728
Lynn Jolliffe
119,179,575
1,555,164
233,045
4,298,728
Michael T. Kestner
120,503,344
229,248
235,192
4,298,728
John P. Larson
120,495,240
239,430
233,114
4,298,728
Stephen E. Smith
119,545,097
1,189,997
232,690
4,298,728
    
2.
Advisory Vote on Executive Compensation:                                
FOR
AGAINST
ABSTAIN
BROKER
NON VOTES
113,861,785
6,015,466
1,090,533
4,298,728

3.
Ratification of Appointment of KPMG LLP:
FOR
AGAINST
ABSTAIN
124,421,865
596,440
248,207

(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 4, 2018

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