OPENLANE, Inc.

8-K · opln-20260605.htm iXBRL

0001395942 2026-06-05 2026-06-05

 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 5, 2026

 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 class Trading symbol Name of each exchange on which registered
 Common Stock, par value $0.01 per share OPLN New 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 5, 2026 (“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 eight director nominees 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 2026.
 The following are the final voting results for each of the four proposals voted on at the Annual Meeting.
 1. Election of Director (Nominee Designated by the Apax Investor):*

 NAME FOR AGAINST ABSTAIN BROKER
NON VOTES
 Roy Mackenzie 16,939,789 0 0 0

 * 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 Eight Nominees):

 NAME FOR AGAINST ABSTAIN BROKER
NON VOTES
 Randolph Altschuler 112,134,922 572,270 207,010 4,308,636
 Carmel Galvin 110,988,467 1,765,650 160,085 4,308,636
 J. Mark Howell 111,390,238 1,508,734 15,230 4,308,636
 Stefan Jacoby 107,434,149 5,464,824 15,229 4,308,636
 Peter Kelly 112,133,881 766,071 14,250 4,308,636
 Michael T. Kestner 108,444,879 4,454,039 15,284 4,308,636
 Mary Ellen Smith 111,121,765 1,632,497 159,940 4,308,636
 Kelly Tuminelli 112,840,015 58,866 15,321 4,308,636

 3. Advisory Vote on Executive Compensation:

 FOR AGAINST ABSTAIN BROKER
NON VOTES
 110,339,036 2,354,947 220,219 4,308,636

 4. Ratification of Appointment of KPMG LLP:

 FOR AGAINST ABSTAIN
 116,244,513 756,707 221,618

 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 8, 2026 OPENLANE, Inc.

 /s/ Charles S. Coleman
 Charles S. Coleman
Executive Vice President, Chief Legal Officer and Secretary