OPENLANE (OPLN) Proxy Filing summary

Executive summary

• Achieved 5% revenue growth to $1.8 billion and operating profit of $182.2 million in 2024, with strong cash flow from operations of $292.8 million and 1.45 million vehicles sold valued at over $27 billion.

• Continued disciplined cost management, surpassing annual run rate reduction goals.

• Advanced digital strategy focused on marketplace, technology, and customer experience.

Voting matters and shareholder proposals

• Election of one director designated by Apax Investor (Series A Preferred Stock holders only).

• Election of eight additional directors (common and Series A Preferred Stock holders voting together).

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent registered public accounting firm for 2025.

Board of directors and corporate governance

• Board consists of nine nominees, eight of whom are independent; directors elected annually.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all comprised of independent directors.

• Board refreshment: four new directors in past five years; 33% women/ethnically diverse; 78% born outside the U.S.

• Annual board and committee evaluations, including third-party facilitation in 2024.

• Independent Chair of the Board; robust director and executive equity ownership requirements.