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 11, 2014 (June 10, 2014)
KAR Auction Services, Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 001-34568 | | 20-8744739 |
| (State 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:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
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| (a) | The annual meeting of stockholders of KAR Auction Services, Inc. (the “Company”) was held on June 10, 2014. |
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| (b) | At the meeting, the stockholders: |
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| | • elected all 10 nominees for director on the Company's Board of Directors;
• approved, on an advisory basis, the compensation of the Company’s executive officers named in the 2014 proxy statement, as disclosed therein;
• approved the amendment and restatement of the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan; and |
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| | • ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2014. |
The following are the final voting results for each of the four items voted on at the meeting.
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| | Votes For | Votes Withheld | Broker Non-Votes |
| Ryan M. Birtwell | 122,335,089 | 3,052,100 | 4,149,490 |
| Brian T. Clingen | 122,262,734 | 3,124,455 | 4,149,490 |
| Donna R. Ecton | 121,187,426 | 4,199,763 | 4,149,490 |
| Peter R. Formanek | 124,710,981 | 676,208 | 4,149,490 |
| James P. Hallett | 124,716,028 | 671,161 | 4,149,490 |
| Mark E. Hill | 124,766,854 | 620,335 | 4,149,490 |
| Lynn Jolliffe | 119,986,968 | 5,400,221 | 4,149,490 |
| Michael T. Kestner | 124,766,978 | 620,211 | 4,149,490 |
| John P. Larson | 124,766,159 | 621,030 | 4,149,490 |
| Stephen E. Smith | 124,766,880 | 620,309 | 4,149,490 |
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| 2. | Advisory Vote on Named Executive Officer Compensation: |
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| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 119,477,508 | 4,801,799 | 1,107,882 | 4,149,490 |
3. Approval of the amendment and restatement of the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan:
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| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 112,979,334 | 12,091,710 | 316,145 | 4,149,490 |
4. Ratification of Appointment of KPMG LLP:
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| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 129,095,307 | 186,855 | 254,517 | -- |
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.
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Dated: June 11, 2014 | | | | | |
KAR Auction Services, Inc. |
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| | | | | | | By: /s/ Rebecca C. Polak |
| | | | | | | Name: Rebecca C. Polak |
| | | | | | | Title: Executive Vice President, General Counsel and Secretary |
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