OPENLANE, Inc. (OPLN) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the KAR Global Annual Meeting of Stockholders. [Operator Instructions] I would now like to hand the conference over to your speaker for today, Mr. Hallett. Sir, you may begin.

Thank you, and good morning, ladies and gentlemen. I am Jim Hallett, Chairman of the Board and Chief Executive Officer of KAR Global. It is my pleasure on behalf of the Board of Directors and the officers of KAR to extend to you a warm welcome and to express our appreciation to you for attending our 2020 annual meeting of stockholders. We're excited to be hosting a virtual meeting again this year, which allows us to reach a greater number of our stockholders and helps keep everyone safe during the pandemic. I will preside as Chairman of the meeting; and Chuck Coleman, General Counsel and Secretary, will serve as Secretary of the meeting. Copies of the proxy statement and annual report are available on the annual meeting web portal. At this time, I would like to call the meeting to order. Before we move on to official business, I would like to introduce our nominees to the Board of Directors each in attendance today. In addition to myself, we have David DiDomenico, Carmel Galvin, Mark Hill, Mark Howell, Stefan Jacoby, Michael Kestner, Mary Ellen Smith and Stephen Smith. Before I introduce a few more individuals, I just want to tell our stockholders what an outstanding job the Board has been doing these past 12 months. Particularly over the last several months as we've addressed the challenges presented by the COVID-19 pandemic, I can tell you that your Board of Directors has been working very diligently on behalf of all of our stockholders of this company. And I just want to express my appreciation to each of them. So thank you very much. Now I would further like to welcome our senior officers and employees who are attending today. I would also like to introduce representatives of KPMG who are present at today's meeting and available to answer any questions from stockholders. Please welcome, Clint Meeks, Brian Ramsey and Adam Wieder. Also with us today is [ Jim Rake ] of Broadridge Financial Solutions. The Board of Directors has appointed [ Mr. Rake ] to act as inspector of elections. [ Mr. Rake ] has taken the Oath of office as inspector as required by Delaware corporate law. The oath of office will be filed with the minutes of this meeting. I understand the majority of stockholders have submitted their proxies. Stockholders who haven't yet voted may do so by clicking on the voting button on the web portal. If you have voted by proxy, you do not need to take any further action. Also, stockholders wishing to ask a question may do so in the Ask a Question text box on the web portal. We will address questions following the adjournment of the formal meeting. Mr. Coleman, has the notice of this meeting has been sent to all stockholders entitled to vote at this meeting?

Yes, it has, Mr. Chairman. I have the sworn affidavit from Broadridge Financial Solutions, stating that the notice and proxy materials were mailed to stockholders of record as of the record date. A copy of the affidavit will be filed with the minutes of this meeting. In addition, the list of the stockholders of record who're entitled to vote is present and available for inspection by any stockholder. Mr. Chairman, I've been advised by the inspector of election that there are 122,718,776 shares or 95% of KAR's outstanding shares entitled to vote represented in person or by proxy at today's meeting. Since we have a majority of KAR shares represented here today, a quorum is present, the meeting is duly constituted and organized, and the business of the meeting may proceed.

Thank you, Mr. Coleman. The principal business of this meeting is to elect 9 directors to the Board of Directors; to approve on an advisory basis, executive compensation; to approve an amendment to the KAR Auction Services, Inc. employee stock purchase plan, which we will refer to as the ESPP to increase the total number of shares reserved for issuance under the plan by 1.5 million shares; and to ratify the appointment of KPMG as KAR's independent registered public accounting firm for 2020. The polls are hereby open for voting at this time. Stockholders who haven't voted or wish to change their vote may do so by clicking on the voting button on the web portal. Mr. Coleman, were there any stockholder nominations or proposals for business for this meeting timely filed with you as Secretary?

No, Mr. Chairman.

Thank you. I declare the nominations closed, and the business of this meeting will be limited to 4 matters on the agenda. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. The first proposal we'll consider -- we will consider is the election of 9 directors to the Board of Directors. The Board has nominated the 9 directors to serve as directors until the 2021 annual meeting of stockholders. Information concerning each nominee is contained in the proxy statement. The second item of business we will consider is an advisory vote on executive compensation. The third item of business we will consider is an amendment to the ESPP to increase the share reserve by 1.5 million shares. The fourth item of business we will consider is the ratification of the appointment of KPMG as our independent registered accounting firm for 2020. At this time, if any stockholder would like to make a comment or ask a question regarding any of the 4 proposals, please submit your comments or questions through the web portal. We will pause now for any questions or comments. Since there are no questions or comments, I believe that concludes considerations of these matters. I will now call for a vote of these 4 proposals. If you have already voted, there is no need for you to recast your vote. If you have not yet voted or wish to change your vote previously made by proxy, please click on the voting button on the web portal. [Voting]

Now that everyone has had an opportunity to vote, the polls for voting on matters before this meeting are closed. Mr. Coleman, have you received the results of the election from the inspector of election?

Mr. Chairman, the inspector of election reports that each director nominee has received the affirmative vote of a majority of the votes cast in the election of directors at this meeting.

I declare that all 9 director nominees listed in the proxy statement to be duly elected directors of KAR to serve for the term expiring on the date of KAR's 2021 annual meeting and until his or her successor has been elected and qualified.

Mr. Chairman, the inspector of election reports that a majority of the shares present and entitled to vote at this meeting have voted in favor of the approval of the executive compensation. Further, the inspector of election reports that a majority of the shares present and entitled to vote at this meeting have voted in favor of the approval of the ESPP amendment to increase the share reserve by 1.5 million shares.

I declare that the amendment to the ESPP has been approved by stockholders.

Lastly, the inspector of election reports that a majority of the shares present and entitled to vote at this meeting have voted in favor of the ratification of the appointment of KPMG to act as KAR's independent registered public accounting firm for 2020.

Accordingly, I declare that the ratification of the appointment of KPMG as KAR's independent registered public accounting firm for 2020 has been approved by the stockholders. The inspector -- the inspector of elections will furnish the secretary a written report on the final vote count with respect to the matters voted on today, which shall be included in the minutes of the meeting and reported in a Form 8-K to be filed with the Securities and Exchange Commission. Since there is nothing further to come before this annual meeting, I entertain a motion for adjournment.

I move that the meeting be adjourned.

Does anyone second that motion?

I second the motion.

You have heard the motion to adjourn the meeting. All those in favor, say aye. [Voting]

All those oppose, say no. [Voting]

The motion is carried and the meeting is adjourned. We will now turn to stockholder questions. It appears that we did not receive any questions. I want to thank you all for attending today's meeting and for your interest in KAR Global. Thank you.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.