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KAR > SEC Filings for KAR > Form 8-K on 11-Jun-2014All Recent SEC Filings

Show all filings for KAR AUCTION SERVICES, INC.

Form 8-K for KAR AUCTION SERVICES, INC.


11-Jun-2014

Submission of Matters to a Vote of Security Holders


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 10, 2014.

(b) At the meeting, the stockholders:

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

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.

1. Election of Directors:

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

2. Advisory Vote on Named Executive Officer Compensation:

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:

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:

Votes For Votes Against Abstain Broker Non-Votes 129,095,307 186,855 254,517 --

(c) Not applicable.

(d) Not applicable.


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