OPENLANE shareholders back board, pay and KPMG
OPENLANE, Inc. held its annual stockholder meeting on June 5, 2026, where investors voted on board seats, executive pay and the company’s auditor.
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Form Type
8-K
Rhea-AI Filing Summary
OPENLANE, Inc. held its annual stockholder meeting on June 5, 2026, where investors voted on board seats, executive pay and the company’s auditor. The nominee designated by Ignition Parent LP (Apax Investor), Roy Mackenzie, was elected director with 16,939,789 votes for and no opposition.
Stockholders also elected eight additional directors, each receiving over 107 million votes in favor, with relatively low against and abstain totals compared with votes cast. An advisory vote to approve executive compensation passed with 110,339,036 votes for versus 2,354,947 against. Investors further ratified KPMG LLP as independent registered public accounting firm for fiscal 2026, supported by 116,244,513 votes for, indicating strong backing for the company’s current governance and audit arrangements.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Annual meeting date: June 5, 2026
Votes for Apax designee: 16,939,789 votes
Highest director support (common): 112,840,015 votes
+4 more
7 metrics
Annual meeting date
June 5, 2026
Date of OPENLANE’s 2026 annual stockholder meeting
Votes for Apax designee
16,939,789 votes
For election of director Roy Mackenzie by Series A holders
Highest director support (common)
112,840,015 votes
Votes for director nominee Kelly Tuminelli
Say-on-pay votes for
110,339,036 votes
Advisory approval of executive compensation
Say-on-pay votes against
2,354,947 votes
Advisory vote on executive compensation
KPMG ratification votes for
116,244,513 votes
Ratification of KPMG LLP as 2026 auditor
KPMG ratification votes against
756,707 votes
Opposition to ratifying KPMG LLP
Key Terms
advisory vote on executive compensation, independent registered public accounting firm, Series A Convertible Preferred Stock, broker non votes, +1 more
5 terms
advisory vote on executive compensation financial
"approved, on an advisory basis, executive compensation; and"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
independent registered public accounting firm financial
"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Series A Convertible Preferred Stock financial
"holders of shares of Series A Convertible Preferred Stock, voting as a separate class"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
broker non votes financial
"BROKER NON VOTES 110,339,036 | 2,354,947 | 220,219 | 4,308,636"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did OPENLANE (OPLN) stockholders approve at the 2026 annual meeting?
Stockholders elected nine directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as auditor. The results show strong support for the current board, pay programs and the selection of KPMG for the fiscal year 2026 audit.
How did the Apax Investor-designated director fare in OPENLANE (OPLN)’s vote?
The Apax Investor-designated nominee, Roy Mackenzie, was elected with 16,939,789 votes for, and zero against or abstaining, by holders of Series A Convertible Preferred Stock. This reflects unanimous support within that class for his appointment to OPENLANE’s board of directors.
What were the results of OPENLANE (OPLN)’s advisory vote on executive compensation?
Executive compensation received 110,339,036 votes for, 2,354,947 against and 220,219 abstentions, with 4,308,636 broker non-votes. This indicates a clear majority of participating stockholders supported the company’s pay practices for top executives at the time of the meeting.
Were all OPENLANE (OPLN) director nominees elected at the 2026 annual meeting?
Yes. All nine director nominees, including the Apax Investor designee and eight other candidates, were elected. Each common-stock nominee received more than 107 million votes for, with relatively small against and abstain tallies compared with votes cast and broker non-votes reported.
Did OPENLANE (OPLN) stockholders ratify KPMG as independent auditor for 2026?
Yes. Stockholders ratified KPMG LLP as independent registered public accounting firm for fiscal 2026 with 116,244,513 votes for, 756,707 against and 221,618 abstentions. This strong approval confirms investor backing for KPMG’s continued role as OPENLANE’s external auditor.
What do broker non-votes indicate in OPENLANE (OPLN)’s 2026 voting results?
Broker non-votes, totaling 4,308,636 on several proposals, represent shares held in street name where brokers did not receive specific voting instructions. These shares were counted for quorum but not as votes for, against or abstaining on the affected proposals at the meeting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
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 | |||||