OPENLANE (OPLN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2026, with voting on director elections, executive compensation, and auditor ratification.

• 2025 saw 8% revenue growth to $1.9 billion, 8% operating profit growth to $196.6 million, and 34% growth in operating cash flow to $391.9 million.

• 1.47 million vehicles were sold with a gross merchandise value of ~$29 billion, and dealer volumes grew 15%.

• The company advanced its digital strategy, focusing on marketplace, technology, and customer experience.

Voting matters and shareholder proposals

• Series A Preferred Stock holders vote separately on one director nominee (Roy Mackenzie, Apax Investor designee).

• Common and Series A Preferred Stock holders vote together on eight other director nominees, advisory approval of executive compensation, and ratification of KPMG LLP as auditor.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine nominees, with 33% women, 67% born outside the U.S., and an average tenure of six years.

• Eight of nine nominees are independent; all committees are fully independent.

• Annual board and committee evaluations are conducted, with third-party facilitation in 2024.

• Board refreshment and diversity are emphasized, with two new nominees in the past two years.

• Independent Chair leads the board; executive sessions held at every regular meeting.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance.