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 15, 2022

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

(Registrant’s 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 2022 annual meeting of stockholders (the “Annual Meeting”) of IAA, Inc. (the “Company”) was held on June 15, 2022. At the Annual Meeting, the Company’s stockholders (i) elected the six director nominees identified in the table below to the Board of Directors to serve until the Company’s 2023 annual meeting of stockholders and until their respective successors are elected and qualified, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2023.

Set forth below are the final voting tallies for the Annual Meeting:

Election of Directors.

	For		Against		Abstain		Broker Non-Votes
Brian Bales		123,141,934		934,489		34,871		2,403,478
Bill Breslin		122,079,994		1,996,248		35,052		2,403,478
Gail Evans		123,041,546		1,016,496		53,252		2,403,478
Sue Gove		122,872,697		1,204,445		34,152		2,403,478
Olaf Kastner		123,120,692		955,720		34,882		2,403,478
John P. Larson		123,020,699		1,055,715		34,880		2,403,478

Advisory Approval of Named Executive Officer Compensation.

For	Against	Abstain	Broker Non-Votes
117,625,975	6,450,447	34,872	2,403,478

Ratification of Independent Registered Public Accounting Firm.

For	Against	Abstain	Broker Non-Votes
126,460,710	24,617	29,445	—

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 17, 2022	By:	/s/ J. Sidney Peryar
	Name:	J. Sidney Peryar
	Title:	Executive Vice President, Chief Legal Officer & Secretary