OPENLANE (OPLN) Proxy filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the election of one director nominee designated by the Apax Investor and eight other director nominees at the 2026 Annual Meeting.

• An advisory vote on executive compensation is included among the proposals.

• Ratification of KPMG LLP as the independent registered public accounting firm for 2026 is on the agenda.

Board of directors and corporate governance

• Director nominees include Roy Mackenzie (Apax Investor designee), Randolph Altschuler, Carmel Galvin, J. Mark Howell, Stefan Jacoby, Peter Kelly, Michael T. Kestner, Mary Ellen Smith, and Kelly Tuminelli.

Executive compensation and say-on-pay

• Shareholders are asked to approve executive compensation on an advisory basis, providing input on pay practices.