Good morning, ladies and gentlemen. I'm Mark Howell, the Chairman of the Board of OPENLANE. It's my pleasure, on behalf of the board of directors and the officers of OPENLANE, to extend to you a warm welcome and to express our appreciation to you for attending our 2026 Annual Meeting of Stockholders. I will preside as chairman of the meeting, and Chuck Coleman, Executive Vice President, Chief Legal Officer and Secretary, will serve as secretary of the meeting. Copies of our 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 of whom is in attendance today. In addition to myself, we have Roy Mackenzie, Randy Altschuler, Carmel Galvin, Stefan Jacoby, Peter Kelly, Mike Kestner, Mary Ellen Smith, and Kelly Tuminelli. I would also like to welcome our executive leadership team and other employees who are attending today. Now I would like to introduce representatives of KPMG who are present at today's meeting and available to answer any questions from stockholders. Please welcome Chad Amos and Brian Ramsey. Also with us today is Jim Raths of Broadridge Financial Solutions. The board of directors has appointed Mr. Raths to act as our Inspector of Election. Mr. Raths 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 that 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. Stockholders wishing to ask questions may do so in the Ask a Question text box on the web portal, and we will address questions following the adjournment of the formal meeting. Mr. Coleman, has the notice of this meeting 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 timely mailed to stockholders of record as of the record date. A copy of the affidavit will be filed with the minutes of this meeting. The list of the stockholders of record who are 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 100,283,049 shares of the company's common stock, or more than 94% of OPENLANE's outstanding common shares entitled to vote, and 300,277 shares of the Series A convertible preferred stock, or 100% of the Series A convertible preferred stock entitled to vote, represented in person or by proxy at today's meeting. Therefore, 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 nine directors to the board of directors, to approve, on an advisory basis, executive compensation, and to ratify the appointment of KPMG as OPENLANE's independent registered public accounting firm for 2026. The polls are hereby open for voting at this time. Stockholders who have not yet 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 the four 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 and second proposals we will consider are the election of nine directors to the board of directors. The board has nominated nine directors to serve as directors until the 2027 annual meeting of stockholders. The holders of shares of our Series A convertible preferred stock as of the record date, voting as a separate class, are being asked to vote on the election of Roy Mackenzie. The holders of our preferred stock and common stock, voting together as a single class, are being asked to vote on the other eight director nominees. Information concerning each nominee is contained in the proxy statement. The third item of business we will consider is an advisory vote on executive compensation. The fourth item of business we will consider is the ratification of the appointment of KPMG as our independent registered public accounting firm for 2026. At this time, if any stockholder would like to make a comment or ask a question regarding any of the four proposals, please submit your comment or question through the web portal. We will pause now for any questions or comments Mr. Chairman, we did not receive any questions or comments regarding the four proposals. Since there are no questions or comments, I believe that concludes consideration of these matters. I now call for a vote on these four proposals. If you have already voted, there is no need for you to recast your vote. If you have not voted yet or wish to change your vote previously made by proxy, please click on the voting button on the web portal. Now that everyone has had an opportunity to vote, the polls for voting on the 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. Accordingly, all nine director nominees listed in the proxy statement have been duly elected directors of OPENLANE to serve for the term expiring on the date of OPENLANE's 2027 annual meeting and until his or her successor has been elected and qualified. 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 executive compensation. 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 OPENLANE's independent registered public accounting firm for 2026. Accordingly, the ratification of the appointment of KPMG as OPENLANE's independent registered public accounting firm for 2026 has been approved by the stockholders. Thank you, Mr. Coleman. The Inspector of Election will furnish the Secretary a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of this meeting and reported in a Form 8-K to be filed with the SEC. Since there's nothing further to come before this annual meeting, I will entertain a motion for adjournment. I move that the meeting be adjourned. I second the motion. You have heard the motion to adjourn the meeting. All those in favor say aye. Aye. Aye. The motion is carried and the meeting is adjourned. We will now turn to stockholder questions. Mr. Chairman, we did not receive any stockholder questions. I want to thank all of you for attending today's meeting and for your continued interest and support of OPENLANE. This now concludes the meeting. Thank you for joining, and have a pleasant day
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