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 17, 2020
IAA, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38580 | 83-1030538 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
Two Westbrook Corporate Center, Suite 500 Westchester, Illinois |
60154 | |||
(Address of principal executive offices) |
(Zip Code) |
(708) 492-7000
(Registrants 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 (see General Instruction A.2 below):
☐ | 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(s) |
Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | IAA | 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.
The 2020 annual meeting of stockholders (the Annual Meeting) of IAA, Inc. (the Company) was held on June 17, 2020. At the Annual Meeting, the Companys stockholders (i) elected the three Class I director nominees identified in the table below to the Board of Directors to serve until the Companys 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified, (ii) approved, on an advisory basis, the compensation of the Companys named executive officers, (iii) approved, on an advisory basis, a one year frequency for future advisory votes on the Companys named executive officer compensation, and (iv) ratified the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 27, 2020.
Set forth below are the final voting tallies for the Annual Meeting:
Election of Directors
For | Against | Abstain | Broker Non-Votes |
|||||||||||||
John W. Kett |
115,355,728 | 305,624 | 22,540 | 5,480,759 | ||||||||||||
Peter H. Kamin |
111,569,252 | 4,091,126 | 23,514 | 5,480,759 | ||||||||||||
Lynn Jolliffe |
114,605,331 | 1,037,223 | 41,338 | 5,480,759 |
Advisory Approval of Named Executive Officer Compensation
For |
Against | Abstain | Broker Non-Votes |
|||||||||||||
114,206,580 |
952,840 | 524,472 | 5,480,759 |
Advisory Approval of the Frequency of Future Advisory Votes on Named Executive Officer Compensation
1 Year |
2 Years | 3 Years | Abstain | |||||||||||||
114,147,710 |
18,368 | 1,483,949 | 33,865 |
After considering the results of the advisory vote on the frequency of future advisory votes on the Companys named executive officer compensation at the Annual Meeting, the Companys Board of Directors determined that the Company will hold an advisory vote on named executive compensation annually until the next required vote on the frequency of such votes.
Ratification of Independent Registered Public Accounting Firm
For |
Against | Abstain | ||||||||||||||
121,120,411 |
23,008 | 21,232 |
SIGNATURES
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.
IAA, INC. | ||||||
Date: June 18, 2020 |
By: |
/s/ Sidney Peryar | ||||
Name: |
Sidney Peryar | |||||
Title: | Executive Vice President, Chief Legal Officer & Secretary |