0001395942-20-000002.txt : 20200107 0001395942-20-000002.hdr.sgml : 20200107 20200107155019 ACCESSION NUMBER: 0001395942-20-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200103 FILED AS OF DATE: 20200107 DATE AS OF CHANGE: 20200107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Stephen E. CENTRAL INDEX KEY: 0001594777 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 20513298 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BLVD. CITY: CARMEL STATE: IN ZIP: 46032 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KAR Auction Services, Inc. CENTRAL INDEX KEY: 0001395942 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 208744739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11299 N. ILLINOIS STREET CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: (800) 923-3725 MAIL ADDRESS: STREET 1: 11299 N. ILLINOIS STREET CITY: CARMEL STATE: IN ZIP: 46032 FORMER COMPANY: FORMER CONFORMED NAME: KAR Holdings, Inc. DATE OF NAME CHANGE: 20070409 4 1 wf-form4_157843020216224.xml FORM 4 X0306 4 2020-01-03 0 0001395942 KAR Auction Services, Inc. KAR 0001594777 Smith Stephen E. 11299 NORTH ILLINOIS STREET CARMEL IN 46032 1 0 0 0 Common Stock 7689 D Phantom Stock Common Stock 9694.0 9694 D Phantom Stock 2020-01-03 4 A 0 92.52 22.40 A Common Stock 92.52 1306.6381 D The phantom stock will convert into shares of KAR common stock on a one-for-one basis. Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. 2,230 shares of phantom stock vest on June 4, 2020, and are subject to forfeiture until vested. All other shares of phantom stock are vested. The reporting person will receive shares of KAR common stock, on a one-for-one basis, at a future date(s) specified by him subject to the terms and conditions of the KAR Auction Services, Inc. Directors Deferred Compensation Plan. Reflects the reinvestment of dividend equivalents in additional shares of phantom stock pursuant to the terms of the KAR Auction Services, Inc. Directors Deferred Compensation Plan. All shares except 37.044 are vested. The 37.044 shares vest on June 4, 2020 and are subject to forfeiture until vested. Charles S. Coleman As Attorney-In-Fact 2020-01-07 EX-24 2 poastevesmith.htm SSMITH POA

POWER OF ATTORNEY
Know all persons by these presents, that the undersigned hereby constitutes, designates and appoints each of Charles S. Coleman and Eric M. Loughmiller, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorneys-in-fact and agents to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID (or any successor form), including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC promulgated thereunder;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of KAR Auction Services, Inc.(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of October, 2019.

/s/ Stephen E. Smith
Signature

Stephen E. Smith
Print Name