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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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2014 Proxy Statement and
Notice of 2015 Annual Meeting
of Stockholders

Table of Contents 13085 Hamilton Crossing Boulevard
Carmel, Indiana 46032

April 29, 2014

Dear Stockholder:

        We cordially invite you to attend KAR Auction Services' annual meeting of stockholders. The meeting will be held on June 10, 2014, at 9:00 a.m., Eastern Daylight Time, at the Renaissance Indianapolis North Hotel, 11925 North Meridian Street, in Carmel, Indiana 46032.

        As a KAR Auction Services stockholder, your vote is important. At the meeting, stockholders will vote on a number of important matters. Even if you are planning to attend the annual meeting in person, you are strongly encouraged to vote your shares through one of the methods described in the enclosed proxy statement. Please take the time to carefully read each of the proposals described in the attached proxy statement. The Board of Directors would appreciate your support on our recommendations for the following proposals:

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Election of the ten nominated directors;



•

Advisory vote approving the compensation of our named executive officers;



•

Approval of the amendment and restatement of the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan; and



•

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2014.

        This year we are pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of our annual meeting. The proxy statement contains instructions on how you can request a paper copy of the proxy statement and annual report.

        Thank you for your continued support of KAR Auction Services.

		Sincerely,KAR Auction Services, Inc. 13085 Hamilton Crossing Boulevard Carmel, In 46032
		April 23, 2015
		Dear Stockholder:
		On behalf of the Board of Directors, we cordially invite you to attend KAR Auction Services' annual meeting of stockholders. The meeting will be held on June 3, 2015, at 9:00 a.m., Eastern Daylight Time, at the Renaissance Indianapolis North Hotel, 11925 North Meridian Street, in Carmel, Indiana 46032. As a KAR Auction Services stockholder, your vote is important. At the meeting, stockholders will vote on a number of important matters. Even if you are planning to attend the annual meeting in person, you are strongly encouraged to vote your shares through one of the methods described in the enclosed proxy statement. The Board of Directors would appreciate your support on our recommendations for the following proposals: • Election of the ten nominated directors; and • Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2015. We are pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of our annual meeting. The proxy statement contains instructions on how you can request a paper copy of the proxy statement and annual report. On behalf of the Board of Directors, I would like to express our appreciation for your continued support of KAR Auction Services.
		Regards,
		James P. Hallett
		Chairman of the Board and Chief Executive Officer

This proxy statement is dated April 29, 201423, 2015 and is first being distributed to stockholders on or about April 29, 2014.23, 2015.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT

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13085 Hamilton Crossing Boulevard
Carmel, Indiana 46032

		On Behalf of the Board of Directors,
April 29, 201423, 2015 Carmel, Indiana		Rebecca C. Polak Executive Vice President, General Counsel and Secretary

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT

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Notice of Internet Availability of Proxy Materials for the Annual Meeting

The proxy statement for the Annual Meetingannual meeting and the Annual Reportannual report to Stockholdersstockholders for the fiscal year ended December 31, 2013,2014, each of which is being provided to stockholders prior to or concurrently with this notice, are also available to you electronically via the Internet. We encourage you to review all of the important information contained in the proxy materials before voting. To view the proxy statement and Annual Reportannual report to Stockholdersstockholders on the Internet, visit the "Investor Relations" section of our website, under the "Proxy Statement" link at www.karauctionservices.com.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the Company's 20132014 performance, please review the Company's Annual Report on Form 10-K for the year ended December 31, 2013.2014.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT1

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Business Highlights

        DespiteFor the impact of Superstorm Sandy on our salvage auction business,year ended December 31, 2014, KAR delivered solid growth in volume of total vehicles sold, revenues and Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure and is defined and reconciled to the GAAP measure, net income (loss), in our Annual Report on Form 10-K for the year ended December 31, 2013 in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—EBITDA and Adjusted EBITDA."

Specific highlights for fiscal 20132014 included:

•

Total vehicles sold for our ADESA, Inc. ("ADESA") and Insurance Auto Auctions, Inc. ("IAA") business segments rose approximately 12%7% to 3.73.9 million units.



•

Net revenue was up 9% to approximately $2.4 billion.



Adjusted EBITDA* rose over 11% to more than $2.1 billion.approximately $599 million.





•

*Adjusted EBITDA rose 8%is a non-GAAP measure and is defined and reconciled to $538.2 million.



•

We reducedthe most comparable GAAP measure, net income (loss), in our leverage, as measured by Annual Report on Form 10-K for the year ended December 31, 2014 in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—EBITDA and Adjusted EBITDA."

Net Debt / Adjusted EBITDA,income increased 150% from $67.7 million ($0.48 per diluted share) to 3.07X.$169.3 million ($1.19 per diluted share).





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​KAR AUCTION SERVICES 2015 PROXY STATEMENT2

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We increased our annual dividend from $0.76 to $1.00$0.27 per share.share and announced a two-year, $300 million share repurchase program.





•

SharesThe closing stock price of KAR stock rose 46%over 17% from $29.55 at December 31, 2013 to $29.55.

Corporate Governance

We are committed to high standards of ethical and business conduct and strong corporate governance practices. This commitment is highlighted by the practices described below as well as the information contained on our website at www.karauctionservices.com on the "Investor Relations" page under the link "Corporate Governance":

•

Annual Elections:    Our directors are elected annually for one year terms.



Majority Voting:

•

    We maintain a majority voting standard for uncontested director elections with a policy for directors to tender their resignation should a majority of the votes cast not be in their favor.

Director Independence:    EightNine of our ten director nominees are independent, and all committees of our Board of Directors' committeesDirectors are comprised entirely of independent directors.





•

Board Leadership:    We separate the roles of Chairman of the Board and Chief Executive Officer. Our Chairman of the Board is a non-executive chairman.



•

Executive Sessions:    Our independent directors meet in executive session at regularly scheduled Board of Directors' meetings.



Board Leadership:

•

    We have a lead independent director who presides over executive sessions of independent directors and serves as the principal liaison between the independent directors and the Company's Chief Executive Officer and Chairman of the Board.

Board Diversity:    Twenty percent of our Board of Directors is comprised of women.

Board of Directors Risk Oversight:    Our Board of Directors provides oversight with respect to risk practices implemented by management, except for the oversight of risks that have been specifically delegated to a committee of the Board of Directors (in which case the Board of Directors may maintain oversight over such risks through the receipt of reports from the committees). The Audit Committee maintains initial oversight over risks related to the integrity of our financial statements; internal controls over financial reporting and disclosure controls and procedures (including the performance of our internal audit function); the performance of the independent auditor;registered public accounting firm; and oversees our responses to ethics issues arising from our whistleblower hotline. The Compensation Committee maintains oversight over risks related to our compensation practices. The Nominating and Corporate Governance Committee monitors potential risks relating to the effectiveness of the Board of Directors, notably director succession, composition of the Board of Directors and the principal policies that guide our governance.



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Cessation of Controlled Company Status:    At the time of our initial public offering, we qualified as a "controlled company" within the meaning of the NYSE corporate governance standards, as KAR Holdings II, LLC ("KAR LLC") controlled a majority of the voting power of our

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT3

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outstanding common stock. As of June 6, 2013, KAR LLC ceased Executive Compensation

We maintain a compensation program structured to holdachieve a majority of our outstanding common stockclose connection between executive pay and company performance. We believe that this strong pay-for-performance orientation has served us well in recent years, particularly as of the date of this proxy statement, does not hold any shares of our common stock. Accordingly, we are no longer a controlled company, and we continue to evaluate our corporate governance structure in light of such transition. We currently have a majority of independent directors under the NYSE standards and each of our committees is comprised entirely of independent directors. See "Board of Directors Structure and Corporate Governance."

Executive Compensation

        During the past five years, includingwe've moved forward following the sale by our former equity sponsors of all of their holdings of our common stock in 2013, we have maintained alate 2013. For more information regarding our named executive officer compensation, program structured to achieve close connection between executive paysee "Compensation Discussion and company performance.Analysis" and the compensation tables that follow such section.

•ü

Pay for Performance Alignment:performance alignment:  During the past 5 fiscal years, including 2013,Historically, we have demonstrated close alignment between our total stockholder return (TSR) performance and the compensation of our Chief Executive Officer, as shown in the chart below.on page 41.

5-Year Pay Alignment Chart

•ü

Independent Compensation Committee:  All of the members of our compensation committeeCompensation Committee are independent under NYSE rules.



•ü

Independent Compensation Consultant:compensation consultants:  In 2013,2014, our compensation committeeCompensation Committee engaged two independent consultants at different points during the year—first, ClearBridge, Compensation Group as its independent compensation consultant.and then, Semler Brossy.



•ü

Performance-Based Compensation Awards:Pay for performance:  The equity awards granted to our named executive officers in late 20132014 and in 20142015 are heavily performance-based, consisting ofincluding restricted stock units that vest based on achievement of relative TSR andtotal stockholder return, adjusted earnings per share goals and stock options.net income goals.



•ü

Incentive Compensation Recoupment Policy:No dividends or dividend equivalents paid on unvested PRSUs:  Dividend equivalents are accrued but not paid on PRSUs until (i) the performance conditions are satisfied; and (ii) the PRSUs vest after the performance measurement period.



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Maximum payout caps for annual cash incentive compensation and PRSUs.



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Clawback of certain compensation if restatement and intentional misconduct:  In 2014, we adopted a policy providing for the recovery of incentive compensation in the event we are required to prepare an accounting restatement due to any executive officer's intentional misconduct.



•ü

Anti-Hedging and PledgingNo hedging of Company Stock Policy:KAR securities:  In addition to our existing anti-pledging of Company stock policy,2014, we adopted a formal anti-hedgingpolicy that prohibits the hedging of Company stock policy in 2014, whichby our directors and officers.



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No pledging of KAR securities:  As part of our Insider Trading Policy, we prohibit the pledging of Company stock.



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Moderate change-in-control benefits:  Change-in-control severance benefits are two times base salary and target bonus for the CEO and one times base salary and target bonus for the executive officers.



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Limited executive perquisites.



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 NEW Robust equity ownership requirements:    In 2015, we adopted stock ownership guidelines that are applicable to non-employee directors and senior executives, including our named executive officers. The stock ownership guideline for our CEO is 5 times base salary.



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 NEW Robust equity retention requirement:    In 2015, we adopted an equity retention requirement that is applicable to our officersnon-employee directors and directors.

        For more information regardingsenior executives, including our named executive officer compensation, see "Compensation Discussion and Analysis" andofficers. Our named executive officers are required to hold 100% of net shares of Company stock received under awards granted on or after January 1, 2015 for at least 12 months after vesting, regardless of whether the tables that follow.stock ownership guideline has been met.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT4

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KAR AUCTION SERVICES, INC.

13085 Hamilton Crossing Boulevard
Carmel, Indiana 46032

PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING

Q:

Why am I receiving these materials?

A:

We are providing these proxy materials to you in connection with the solicitation, by the Board of Directors of KAR Auction Services, Inc. (the "Company" or "KAR Auction Services"), of proxies to be voted at the Company's 2014 annual meeting of stockholders and at any adjournments or postponements thereof. Stockholders are invited to attend the annual meeting to be held on June 10, 2014 beginning at 9:00 a.m., Eastern Daylight Time, at the Renaissance Indianapolis North Hotel, 11925 North Meridian Street, Carmel, Indiana 46032. Our proxy materials are first being distributed to stockholders on or about April 29, 2014.

Q:

What proposals will be voted on at the annual meeting?

A:

There are four proposals scheduled to be voted on at the annual meeting:

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To elect ten directors to the Board of Directors;



•

To provide an advisory vote to approve the compensation of our named executive officers;



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To approve the amendment and restatement of the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan (the "Omnibus Plan"); and



•

To ratify the appointment of KPMG LLP ("KPMG") as our independent registered public accounting firm for 2014.

Q:

What is the Board of Directors' voting recommendation?

A:

The Company's Board of Directors recommends that you vote your shares:

•

"FOR" each of the nominees to the Board of Directors;



•

"FOR" the approval, on an advisory basis, of the compensation of our named executive officers;



•

"FOR" the approval of the amendment and restatement of the Omnibus Plan; and



•

"FOR" the ratification of the appointment of KPMG as our independent registered public accounting firm for 2014.

Q:

Who is entitled to vote?

A:

All shares owned by you as of the record date, which is the close of business on April 16, 2014, may be voted by you. You may cast one vote per share of common stock that you held on the record date.

These shares include shares that are:

•

held directly in your name as the stockholder of record; and

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT5

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held for you as the beneficial owner through a stockbroker, bank or other nominee, including shares purchased under the KAR Auction Services, Inc. Employee Stock Purchase Plan (the "Employee Stock Purchase Plan").

On the record date, KAR Auction Services had approximately 139,772,786 shares of common stock issued and outstanding.

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

Many of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Stockholder of Record.    If your shares are registered directly in your name with the Company's transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent to you directly by KAR Auction Services. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the annual meeting. You may vote on the Internet, by telephone or by mail, as described below under the heading "How can I vote my shares without attending the annual meeting?"

Beneficial Owner.    If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker on how to vote your shares and are also invited to attend the annual meeting. To vote these shares in person at the annual meeting, you must obtain a signed proxy from the record holder giving you the right to vote the shares. You may also vote by Internet, by telephone or by mail, as described below under "How can I vote my shares without attending the annual meeting?"

Q:

How can I vote my shares in person at the annual meeting?

A:

Stockholder of Record.    Shares held directly in your name as the stockholder of record may be voted in person at the annual meeting. If you choose to vote your shares in person at the annual meeting, please bring proof of identification. Even if you plan to attend the annual meeting, the Company recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the annual meeting. See "How can I vote my shares without attending the annual meeting?"

Q:		Who is entitled to vote?
A:		All shares owned by you as of the record date, which is the close of business on April 13, 2015, may be voted by you. You may cast one vote per share of common stock that you held on the record date. These shares include shares that are: • held directly in your name as the stockholder of record; and • held for you as the beneficial owner through a broker, bank or other nominee, including shares purchased under the KAR Auction Services, Inc. Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"). On the record date, KAR Auction Services had 141,800,443 shares of common stock issued and outstanding.
Q:		What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:		Many of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially. Stockholder of Record.    If your shares are registered directly in your name with the Company's transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent to you directly by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the annual meeting. You may vote on the Internet, by telephone or by mail, as described below under the heading "How can I vote my shares without attending the annual meeting?" Beneficial Owner.    If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker on how to vote your shares and are also invited to attend the annual meeting. To vote these shares in person at the annual meeting, you must obtain a signed proxy from the stockholder of record giving you the right to vote the shares. You may also vote by Internet, by telephone or by mail, as described below under "How can I vote my shares without attending the annual meeting?"

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT6

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Beneficial Owner.    Shares held in street name may be voted in person by you only if you obtain an account statement or letter from your bank, broker or other nominee indicating that you are the beneficial owner of the shares and a legal proxy from the record holder giving you the right to vote the shares. The account statement or letter must show that you were the beneficial owner of shares on April 16, 2014, the record date.

Q:

How can I vote my shares without attending the annual meeting?

A:

Whether you hold your shares directly as the stockholder of record or beneficially in street name, you may direct your votewithout attending the annual meeting by voting in one of the following manners:

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Internet.    Go to www.proxyvote.com and follow the instructions. You will need the control number included on your proxy card or voting instruction form;



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Telephone.    Dial 1-800-690-6903. You will need the control number included on your proxy card or voting instruction form; or

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Mail.    Complete, date and sign your proxy card or voting instruction card and mail it using the enclosed, pre-paid envelope.

If you vote on the Internet or by telephone, you do not need to return your proxy card or voting instruction card. Internet and telephone voting for stockholders will be available 24 hours a day, and will close at 11:59 p.m., Eastern Daylight Time, on June 9, 2014.

Q:

If I am an employee holding shares pursuant to the Employee Stock Purchase Plan, how will my shares be voted?

A:

Employees holding stock acquired through the Employee Stock Purchase Plan will receive a voting instruction card covering all shares held in their individual account from Computershare, the plan record keeper. The voting instruction cards have an earlier return date than proxy cards. The record keeper for the Employee Stock Purchase Plan will vote your shares (i) in accordance with the specific instructions on your returned voting instruction card; or (ii) in its discretion, if you return a signed voting instruction card with no specific voting instructions.

Q:

What is the quorum requirement for the annual meeting?

A:

A quorum is necessary to hold the annual meeting. A quorum at the annual meeting exists if the holders of a majority of the Company's capital stock issued and outstanding and entitled to vote at the annual meeting are present in person or represented by proxy. Abstentions and broker non-votes are counted as present for establishing a quorum. A broker non-vote occurs when a broker does not vote on some matter on the proxy card because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

Q:

What happens if I do not give specific voting instructions?

A:

Stockholder of Record.    If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.

Beneficial Owners.    If you are a beneficial owner of shares held in street name and do not provide the organization (e.g., broker or bank) that holds your shares in "street name" with specific voting instructions, the organization that holds your shares may generally vote on routine matters (Proposal No. 4 (ratification of auditor)) but cannot vote on non-routine matters (Proposal No. 1 (director elections), Proposal No. 2 (advisory vote on the compensation of our named executive officers) and Proposal No. 3 (approval of the amendment and restatement of the Omnibus Plan)). If the organization that holds your shares does not receive instructions from you on how to vote your shares on Proposals No. 1, 2 and 3, such organization will inform the inspector of election that it does not have the authority to vote on these matters with respect to your shares. This is generally referred to as a "broker non-vote." Therefore, we urge you to give voting instructions to your broker. Shares represented by such broker non-votes will be counted in determining whether there is a quorum. Because broker non-votes are not considered shares entitled to vote, they will have no effect on the outcome of any proposal other than reducing the number of shares present in person or by proxy and entitled to vote from which a majority is calculated.

Q:

Which proposals are considered "routine" or "non-routine?"

A:

The ratification of the appointment of KPMG as our independent registered public accounting firm for 2014 (Proposal No. 4) is considered a routine matter under applicable rules. A broker or

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other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 4.

The election of directors (Proposal No. 1), the advisory vote on the compensation of our named executive officers (Proposal No. 2) and the approval of the amendment and restatement of the Omnibus Plan (Proposal No. 3) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal Nos. 1, 2 and 3.

Q:

What is the voting requirement to approve each of the proposals?

A:

Ten director nominees have been nominated for election at the annual meeting. Directors will be elected by a plurality of the votes cast in the election of directors at the annual meeting, either in person or represented by a properly authorized proxy. This means that the ten nominees who receive the largest number of "FOR" votes cast will be elected as directors. Stockholders cannot cumulate votes in the election of directors. "WITHHOLD" votes and broker non-votes will not have any effect on the election of directors, except in the case of "WITHHOLD" votes to the extent they revoke earlier dated proxies.

Q:		What happens if I do not give specific voting instructions?
A:		Stockholder of Record.    If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting. Beneficial Owners.    If you are a beneficial owner of shares held in street name and do not provide the organization (e.g., broker or bank) that holds your shares in "street name" with specific voting instructions, the organization that holds your shares may generally vote on routine matters (Proposal No. 2 (ratification of independent registered public accounting firm)) but cannot vote on non-routine matters (Proposal No. 1 (election of directors)). If the organization that holds your shares does not receive instructions from you on how to vote your shares on Proposal No. 1, such organization will inform the inspector of election that it does not have the authority to vote on these matters with respect to your shares. This is generally referred to as a "broker non-vote." Therefore, we urge you to give voting instructions to your broker. Shares represented by such broker non-votes will be counted in determining whether there is a quorum. Because broker non-votes are not considered shares entitled to vote, they will have no effect on the outcome of any proposal other than reducing the number of shares present in person or by proxy and entitled to vote from which a majority is calculated.
Q:		Which proposals are considered "routine" or "non-routine?"
A:		The ratification of the appointment of KPMG as our independent registered public accounting firm for 2015 (Proposal No. 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2. The election of directors (Proposal No. 1) is considered a non-routine matter under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal No. 1.
Q:		What is the voting requirement to approve each of the proposals?
A:		Ten director nominees have been nominated for election at the annual meeting. Because this is an uncontested election, the director nominees will be elected by a majority of the votes cast in the election of directors at the annual meeting, either in person or represented by a properly authorized proxy. This means that a director nominee will be elected to the Company's Board of Directors if the votes cast "FOR" such director nominee exceed the votes cast "AGAINST" him or her. Abstentions and broker non-votes will have no effect on the outcome of the election of directors. The ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of a majority of the votes represented at the annual meeting and entitled to vote on the proposal. In accordance with Delaware law, only votes cast "FOR" a matter constitute affirmative votes. A properly executed proxy marked "ABSTAIN" with respect to the ratification of the appointment of our independent registered public accounting firm will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, with respect to Proposal No. 2, abstentions will have the same effect as negative votes or votes "AGAINST" that matter.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT8

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The advisory approval of the compensation of our named executive officers, the approval of the amendment and restatement of the Omnibus Plan and the ratification of the appointment of our independent registered public accounting firm require the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the proposals. In accordance with Delaware law, only votes cast "FOR" a matter constitute affirmative votes. A properly executed proxy marked "abstain" with respect to the advisory approval of our executive compensation, the approval of the amendment and restatement of the Omnibus Plan and/or the ratification of the appointment of our independent registered public accounting firm will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, with respect to Proposals Nos. 2, 3 and 4, abstentions will have the same effect as negative votes or votes "AGAINST" that matter. Broker non-votes will have no effect on Proposals Nos. 2 and 3.

Q:

What does it mean if I receive more than one proxy or voting instruction card?

A:

It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

Q:

Who will count the vote?

A:

The votes will be counted by the inspector of election appointed for the annual meeting.

Q:

Can I revoke my proxy or change my vote?

A:

Yes. You may revoke your proxy or change your voting instructions at any time prior to the vote at the annual meeting by:

•

providing written notice of revocation to the Secretary of the Company at 13085 Hamilton Crossing Boulevard, Carmel, Indiana 46032;



•

delivering a valid, later-dated proxy or a later-dated vote on the Internet or by telephone; or



•

attending the annual meeting and voting in person.

Please note that your attendance at the annual meeting in person will not cause your previously granted proxy to be revoked unless you vote in person at the annual meeting to revoke your proxy. If you wish to revoke your proxy, you must do so in sufficient time to permit the necessary

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Q:		What does it mean if I receive more than one proxy or voting instruction card?
A:		It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.
Q:		Who will count the vote?
A:		The votes will be counted by the inspector of election appointed for the annual meeting.
Q:		Can I revoke my proxy or change my vote?
A:		Yes. You may revoke your proxy or change your voting instructions at any time prior to the vote at the annual meeting by: • providing written notice of revocation to the Secretary of the Company at 13085 Hamilton Crossing Boulevard, Carmel, Indiana 46032; • delivering a valid, later-dated proxy or a later-dated vote on the Internet or by telephone; or • attending the annual meeting and voting in person. Please note that your attendance at the annual meeting in person will not cause your previously granted proxy to be revoked unless you vote in person at the annual meeting to revoke your proxy. If you wish to revoke your proxy, you must do so in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken. Shares held in street name may be voted in person by you at the annual meeting only if you obtain a signed proxy from the record holder giving you the right to vote the shares.
Q:		Who will bear the cost of soliciting votes for the annual meeting?
A:		The Board of Directors of the Company is soliciting your proxy to vote your shares of common stock at the annual meeting. KAR Auction Services will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the distribution of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. The Company also may reimburse brokerage firms and other persons representing beneficial owners of shares of KAR Auction Services' common stock for their expenses in forwarding solicitation material to such beneficial owners.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT9

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Table of the subsequent proxy or revocation before the vote is taken. Shares held in street name may be voted in person by you at the annual meeting only if you obtain a signed proxy from the record holder giving you the right to vote the shares.Contents

Q:

Who will bear the cost of soliciting votes for the annual meeting?

A:

The Board of Directors of the Company is soliciting your proxy to vote your shares of common stock at the annual meeting. We have engaged MacKenzie Partners, Inc., to assist in the solicitation of proxies for the annual meeting for a fee of approximately $15,000 plus reimbursement of reasonable out-of-pocket expenses. KAR Auction Services will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the distribution of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. The Company also may reimburse brokerage firms and other persons representing beneficial owners of shares of KAR Auction Services' common stock for their expenses in forwarding solicitation material to such beneficial owners.

Q:

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

A:

The Company has adopted a procedure called "householding" which the Securities and Exchange Commission (the "SEC") has approved. Under this procedure, the Company is delivering a single copy of this proxy statement and the Company's Annual Report to multiple stockholders who share the same address unless the Company has received contrary instructions from one or more of the stockholders. This procedure reduces the Company's costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, a separate copy of this proxy statement and the Company's Annual Report will be promptly delivered to any stockholder at a shared address to which the Company delivered a single copy of any of these documents. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling 1-800-542-1061 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.

In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify us if you hold registered shares. Registered stockholders may notify us by contacting Broadridge Financial Solutions, Inc. at the above telephone number or address.

Q:

What is notice and access and why did KAR Auction Services elect to use it?

A:

This year, for the first time, we are making the proxy materials available to stockholders electronically via the Internet under the Notice and Access regulations of the SEC. Most of our stockholders will receive a Notice of Electronic Availability ("Notice") in lieu of receiving a full set proxy materials in the mail. The Notice includes information on how to access and review the proxy materials, and how to vote, via the Internet. We believe this method of delivery will decrease costs, expedite distribution of proxy materials to you, and reduce our impact on the environment. Stockholders who receive a Notice but would like to receive a printed copy of the proxy materials in the mail should follow the instructions in the Notice for requesting such materials.

Q:

How can I obtain a copy of KAR Auction Services' Annual Report on Form 10-K?

A:

Copies of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC, are available to stockholders free of charge on KAR Auction Services' website at www.karauctionservices.com or by writing to KAR Auction Services, Inc., Investor Relations, 13085 Hamilton Crossing Boulevard, Carmel, Indiana 46032.

Q:

Where can I find the voting results of the annual meeting?

A:

KAR Auction Services will announce preliminary voting results at the annual meeting and publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the annual meeting.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT10

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ELECTION OF DIRECTORS

PROPOSAL NO. 1

Directors Elected Annually

Our Board of Directors has nominated the ten individuals named below to stand for election to the Board of Directors at the annual meeting. Messrs. Ament, Finlayson, Goldberg, Moore, O'Brien and Ward,Mr. Birtwell, who currently serveserves on our Board of Directors, areis not standing for re-election at the annual meeting. KAR Auction Services' directors are elected each year by the stockholders at the annual meeting. We do not have a staggered or classified board. Each director's term will last until the 20152016 annual meeting of stockholders and until such director's successor is duly elected and qualified, or such director's earlier death, resignation or removal. Directors are elected byEach director nominee must receive the affirmative vote of a pluralitymajority of the votes cast in the election of directors at the annual meeting.meeting to be elected (i.e., the number of shares voted "FOR" a director nominee must exceed the number of votes cast "AGAINST" such nominee).

Director Independence

The Board of Directors is responsible for determining the independence of our directors. Under the NYSE listing standards, a director qualifies as independent if the Board of Directors affirmatively determines that the director has no material relationship with us. While the focus of the inquiry is independence from management, the Board is required to broadly consider all relevant facts and circumstances in making an independence determination. Based upon its evaluation, our Board has affirmatively determined that the following directors and director nominees meet the standards of "independence" established by the NYSE: David J. Ament, Ryan M. Birtwell, Todd F. Bourell, Donna R. Ecton, Robert M. Finlayson, Peter R. Formanek, Michael B. Goldberg, Mark E. Hill, J. Mark Howell, Lynn Jolliffe, Michael T. Kestner, John P. Larson Church M. Moore,and Stephen E. Smith and Jonathan P. Ward. Brian T. Clingen, our Chairman of the Board,Smith. James P. Hallett, our CEO and Thomas C. O'Brien, CEOChairman of IAA, arethe Board, is not an independent directors.

director.
Board Nominations and Director Nomination Process

The Board of Directors is responsible for nominating members for election to the Board of Directors and for filling vacancies on the Board of Directors that may occur between the annual meetings of stockholders. The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to the Board of Directors for board membership. When formulating its Board of Directors membership recommendations, the Nominating and Corporate Governance Committee may also consider advice and recommendations from others, including stockholders, as it deems appropriate.

Board candidates also are selected based upon various criteria including experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors. Board members are expected to prepare for, attend and participate in all Board of Directors and applicable committee meetings and the Company's annual meetings of stockholders.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT11

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In accordance with its charter, the Board of Directors also considers candidates for election as a director of the Company recommended by any stockholder, provided that the recommending stockholder follows the procedures set forth in Section 5 of the Company's Second Amended and Restated By-Laws for nominations by stockholders of persons to serve as directors, including the requirements of timely notice and certain information to be included in such notice. The Board of Directors generally evaluates such candidates in the same manner by which it evaluates other director candidates considered by the Board of Directors.

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An employment agreement entered into on February 27, 2012, between the Company and James P. Hallett, the Company's CEO and Chairman of the Board, provides that Mr. Hallett shall be entitled to serve as a member of the Board of Directors for so long as the employment agreement is in effect.

Diversity

The Nominating and Corporate Governance Committee and the Board of Directors believe that diversity along multiple dimensions, including opinions, skills, perspectives, personal and professional experiences and other differentiating characteristics, is an important element of its nomination recommendations. The Nominating and Corporate Governance Committee has not identified any specific minimum qualifications which must be met for a person to be considered as a candidate for director. However, Board candidates are selected based upon various criteria including experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors. Although the Board of Directors does not have a formal diversity policy, the Nominating and Corporate Governance Committee and Board of Directors review these factors, including diversity, in considering candidates for board membership.

Information Regarding the Nominees for Election to the Board of Directors

The following information is furnished with respect to each nominee for election as a director. SevenNine of the nominees are currently directors. Each of the nominees has consented to being named in this proxy statement and to serve as a director if elected. If a nominee is unavailable to serve as a director, your proxies will have the authority and discretion to vote for another nominee proposed by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the annual meeting. The ages of the nominees are as of the date of the annual meeting, June 10, 2014.3, 2015.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT12

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Todd F. Bourell

Independent Director Nominee Age: 45		Career Highlights • Managing Partner of WLJ Capital, a public equities investment firm he founded in January 2015. • Partner/Analyst at ValueAct Capital, LLC, a privately held hedge fund, from May 2001 to December 2014. • Global Industry Analyst at Wellington Management Company, a worldwide private investment management company, from September 2000 to May 2001. • Partner/Analyst at Peak Investment L.P., a private investment firm, from July 1994 to July 1998. • Served as ValueAct Capital, LLC's representative on the board of directors of several publicly-traded companies, including Insurance Auto Auctions from October 2003 to May 2005, now a wholly-owned subsidiary of the Company. • Graduate of Harvard College and the University of Pennsylvania (MBA).

Skills and Qualifications

ü

Extensive experience in finance, mergers and acquisitions and investment management, including experience in evaluating companies' strategies, operations and financial performance.

ü

Background provides perspective on institutional investors' approach to company performance, capital allocation and corporate governance.

ü

Extensive knowledge of IAA's business as a former owner (through ValueAct Capital) and board member on IAA's board of directors.

ü

Public company board experience.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT13

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Donna R. Ecton

Ryan M. Birtwell Independent Director Since December 2013 Age: 68 Board Committee: Compensation Committee (Chair)		Mr. Birtwell, 31, has been a member of the Board of Directors since June 2013. Mr. Birtwell serves as the Chairman of our Nominating and Corporate Governance Committee.Career Highlights
		• Mr. Birtwell joined ValueAct Capital in 2004 and has been a Partner since 2013. Mr. Birtwell is a holder of the right to use the Chartered Financial Analyst® designation. Mr. Birtwell serves on the Board of Directors of Seitel, Inc.
		Mr. Birtwell is qualified to serve on the Board of Directors because he has significant experience in investment management, capital markets, treasury and financial analysis.
Brian T. Clingen		Mr. Clingen, 54, has been the Chairman of the Board of Directors since April 2007.
		Mr. Clingen served as our Chief Executive Officer from April 2007 to September 2009. Mr. Clingen has served as a Managing Partner of BP Capital Management since 1998. Established in 1998, BP Capital Management manages private equity investments principally in the service and finance sectors. Prior to founding BP Capital Management, Mr. Clingen was the Chief Financial Officer of Universal Outdoor between 1988 and 1996.
		Mr. Clingen is qualified to serve on the Board of Directors because of his executive management and leadership experience with the Company, as well as his operational and investment experience, including in the automotive services industry.
Donna R. Ecton		Ms. Ecton, 67, has been a member of the Board of Directors since December 2013. Ms. Ecton serves on our Compensation Committee.
		Ms. Ecton is the Chairman and Chief Executive Officer of EEI Inc., a management consulting firm she founded in July 1998. Prior1998 to this, Ms. Ecton servedprovide private equity firms with due diligence and market and operational assessments of companies being considered for acquisition, as well as turnaround management of troubled portfolio companies. • Director (1994 to 1998) and Chief Operating Officer and a director(1996 to 1998) of PETsMART,PetsMart, Inc. Ms. Ecton has also served as • Chief Executive Officer of severala number of companies, including Business Mail Express, Inc. (1995 to 1996), Van Houten North America Inc. and Andes Candies Inc., prior (1991 to which she held various1994). • Held senior corporate management positions at Nutri/System, Inc., Campbell Soup Company and Nordemann Grimm, Inc. Ms. Ecton currently serves as a member • Began career in banking at Chemical Bank and Citibank N.A. in New York City, running the Upper Manhattan middle market lending business and midtown Manhattan's retail banks. • Previous public company board of director positions have included Mellon Bank Corporation and Mellon Bank N.A., Mellon PSFS, H&R Block, Inc., Tandy Corporation, Barnes Group Inc. and Vencor, Inc. • Elected to and served on the Harvard University's Board of Overseers. • Member of the boardCouncil on Foreign Relations in New York City. • Serves on the NYSE Governance Services Advisory Council. • Graduate of directorsWellesley College and the Harvard Graduate School of Business Administration (MBA). Other Current Public Company Directorships: Director of CVR GP,  LLC, the general partner of CVR Partners, LP, a nitrogen fertilizer business, since March 2008. Other Public Company Directorships in Last Five Years: Former Director and Non-Executive Chairman of the Board of Body Central Corp.
		Ms. Ecton is qualified (2011 to serve on the Board of Directors because of her executive management and leadership skills, as well as her public company board experience.2014).

Skills and Qualifications

ü

More than 40 years of operational and management experience, including as a CEO, with established companies allows Ms. Ecton to provide to our Board of Directors insight into operations, marketing, finance, human resources and strategic planning.

ü

Experience in running multiple location businesses not only in the U.S., but also in Canada, the U.K. and Australia.

ü

Significant strategy and risk assessment experience developed in her roles as a management consultant and as a senior executive of multiple companies.

ü

Substantial financial experience gained in her roles as CEO, COO and other senior executive positions.

ü

Current and prior service on the board of directors of public companies, including several committee chair roles, provides additional perspective to our Board of Directors.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT14

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Peter R. Formanek

Peter R. Formanek Independent Director Since December 2009 Age: 71 Board Committee: Nominating and Corporate Governance Committee		Mr. Formanek, 70, has been a member of the Board of Directors since December 2009. Mr. Formanek serves on our Audit Committee and our Compensation Committee.Career Highlights
		• Mr. Formanek has been aActive private investor since 1994 and has served on several public company boards. Prior to 1994, Mr. Formanek was a co-founder1994. • Co-founder of AutoZone,Autozone, Inc., a retailer of auto parts, and servedserving as its President and Chief Operating Officer and a director from 1987 to 1994. From 1969 to 1987, Mr. Formanek served • Served in various roles for Malone & Hyde, a food wholesaler and specialty retailer. Mr. Formanekretailer, from 1969 to 1987. • Began his career as a Woodrow Wilson teaching fellow at the historically black LeMoyne-Owen College. Serves as a Trustee Emeritus of Lemoyne-Owen College and previously served as a directortrustee for 28 years. • Extensive experience serving on boards of publicly traded companies, including former membership on boards of Autozone, Inc., Burger King Holdings, Inc. from September 2003 to October 2010., Borders Group, Inc., The Sports Authority, Inc. and Perrigo.
		Mr. Formanek is qualified to serve on the Board • Graduate of Directors because he brings an entrepreneurial and operational perspective to the Board of Directors, having co-founded oneUniversity of North America's largest retailersCarolina and distributorsthe Harvard Graduate School of automotive replacement part and accessories. AutoZone, Inc. grew on the basis of excellent customer service, which is also fundamental to the Company's brand and strategy. In addition, Mr. Formanek's service on other public company boards provides great value to our Board of Directors.Business Administration (MBA).

Skills and Qualifications

ü

Significant entrepreneurial and operational experience as co-founder and Chief Operating Officer of Autozone, Inc., one of the largest retailers and distributors of automotive replacement parts and accessories in the United States.

ü

Brings insight on operating a business founded and based on excellent customer service which is fundamental to the Company's brand and strategy.

ü

Substantial financial experience gained in roles at Autozone, Inc. and Malone & Hyde.

ü

Significant knowledge of Company's business and industry; only independent director nominee who was on our Board of Directors when the Company went public in 2009 which provides historical context.

ü

Public company board experience.

​James P. Hallett	​	​Mr. Hallett, 61, has been a member of the Board of Directors since April 2007 and has been our Chief Executive Officer since September 2009.KAR AUCTION SERVICES 2015 PROXY STATEMENT15
		Mr. Hallett served as President and Chief Executive Officer of ADESA from April 2007 to September 2009. Mr. Hallett served as: Executive Vice President of ADESA, Inc. from May 2004 to May 2005; President of ADESA Corporation, LLC from March 2004 to May 2005; President of ADESA Corporation between August 1996 and October 2001 and again between January 2003 and March 2004; Chief Executive Officer of ADESA Corporation from August 1996 to July 2003; ADESA Corporation's Chairman from October 2001 to July 2003; Chairman, President and Chief Executive Officer of ALLETE Automotive Services, Inc. from January 2001 to January 2003 and Executive Vice President from August 1996 to May 2004. Mr. Hallett left ADESA in May 2005 and thereafter served as President of the Columbus Fair Auto Auction until April 2007.
		Mr. Hallett is qualified to serve on the Board of Directors due to his significant business leadership experience and extensive knowledge of the automotive auction industry.

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James P. Hallett

Director Since April 2007 Age: 62 Chairman of the Board and CEO		Career Highlights • Chairman of the Company since December 2014 and Chief Executive Officer since September 2009. • Chief Executive Officer and President of ADESA from April 2007 to September 2009. • President of Columbus Fair Auto Auction, a large independent automobile auction located in Columbus, Ohio, from May 2005 to April 2007. • After selling his auctions to ADESA in 1996, Mr. Hallett held various senior executive leadership positions with ADESA between 1996 to 2005, including President and Chief Executive Officer of ADESA. • Founded and owned two automobile auctions in Canada from 1990 to 1996. • Graduate of Algonquin College. • Managed and then owned a number of new car franchise dealerships for 15 years. • Winner of multiple industry awards, including NAAA Pioneer of the Year in 2008. • Recognized as the EY Entrepreneur of the Year 2014 National Services Award Winner and one of Northwood University's 2015 Outstanding Business Leaders.

Skills and Qualifications

ü

Committed and deeply engaged leader with over 20 years of experience in key leadership roles throughout the Company and over 35 years of experience in the industry.

ü

As Chief Executive Officer, Mr. Hallett has a thorough and in-depth understanding of the Company's business and industry, including its employees, business units, customers and investors, which provides an additional perspective to our Board of Directors.

ü

Utilizes strong communication skills to guide Board discussions and keep our Board of Directors apprised of significant developments in our business and industry; including our risk management practices, strategic planning and development.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT16

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Mark E. Hill

Mark E. Hill Independent Director Since June 2014 Age: 59 Board Committee: Nominating and Corporate Governance Committee		Mr. Hill, 58, is a nominee for director.Career Highlights
		• Mr. Hill is the Managing Partner of Collina Ventures, LLC, a private investment company that invests in software and technology companies. From 1985 to 2006, Mr. Hill servedcompanies, since 2006. • Co-founder and Chairman of Bluelock, LLC, a privately held infrastructure as a services company, since 2006. • Co-Founder, President and Chief Executive Officer of Baker Hill Corporation, which served thea banking industry with software and services that delivered business, process needs. In 2005,from 1985 to 2006. Baker Hill was acquired by Experian, a global information solutions company. Mr. Hill has served oncompany, in 2005. • Graduate of the boardUniversity of directorsNotre Dame and Indiana University (MBA). Other Current Public Company Directorships: Lead Independent Director of Interactive Intelligence, a global software business, since 2005 and is currently the board's lead independent director.2005.

Skills and Qualifications

ü

Significant executive leadership and management experience leading and owning a software and technology-based business provides our Board of Directors with expertise in technology, innovation, and strategic investments.

ü

Extensive experience as an investor and mentor to numerous early stage software and technology companies provides entrepreneurial perspective to the Board.

ü

Key leadership experience in numerous business and community service organizations, including Techpoint, the Central Indiana Community Foundation, the Orr Fellowship and the local Teach for America board.

ü

Public company board experience, including serving as a lead independent director.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT17

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J. Mark Howell

Independent Director Since December 2014 Age: 50 Board Committee: Audit Committee		Career Highlights • Chief Operating Officer of Angie's List, Inc., a publicly-traded, United States-based, leading consumer web services business connecting more than three million consumers to highly-rated local service providers via its online marketplace, since March 2013. • President, North America Mobility of Ingram Micro,  Inc., a technology distribution company, from 2012 to 2013. • President, BrightPoint Americas of BrightPoint, Inc., a distributor of mobile devices for phone companies, including Chief Operating Officer, Executive Vice President and Chief Financial Officer, from 1994 to 2012. BrightPoint, Inc. was sold to Ingram Micro, Inc. in 2012. • Vice President and Corporate Controller of ADESA, Inc. from August 1992 to July 1994. • Audit Staff and Senior Staff at Ernst & Young LLP. • Graduate of the University of Notre Dame (BBA in Accounting).

Skills and Qualifications

ü

Extensive senior leadership experience at Internet-based and technology-driven companies provides valuable insight as an increasing amount of the Company's consigned vehicles are sold online.

ü

Provides unique, in-depth knowledge of ADESA and its industry as a former employee of ADESA.

ü

Substantial financial experience.

ü

Certified Public Accountant with experience in public accounting.

​Mr. Hill is qualified to serve on the Board of Directors due to his experience in the technology industry and leadership skills as a former CEO.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT18

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Lynn Jolliffe

Lynn JolliffeIndependent Director Since June 2014 Age: 63 Board Committees: Audit Committee and Compensation Committee		Ms. Jolliffe, 62, is a nominee for director.Career Highlights
		• Ms. Jolliffe is the Executive Vice President, Global Human Resources of Ingram Micro Inc., a technology distribution company, a position she has held since June 2007. Prior to that, Ms. Jolliffe served as Ingram Micro's — Vice President, Human Resources for the North America region from October 2006 to May 2007 and2007. — Served as Regional Vice President, Human Resources and Services for Ingram Micro European Coordination Center from August 1999 to October 2006. Prior to joining Ingram Micro, Ms. Jolliffe served as • Served in various capacities, including Vice President and Chief Financial Officer with responsibility for human resources, at two Canadian retailers, including Holt Renfrew.Renfrew, from 1985 to 1999. • Graduated from Queens University and University of Toronto (MBA).

Skills and Qualifications

ü

Extensive functional and leadership experience in finance, human resources, general management.

ü

Deep understanding of business drivers from the financial, operational and people perspective gained from experience in multiple industries across three continents.

ü

Diversity in viewpoint and international business experience as she has lived and worked both in U.S., Canada and abroad.

ü

Significant experience with executive compensation decisions and strategies and policies for the acquisition and development of employee talent.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT19

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Michael T. Kestner

Independent Director Since December 2013 Age: 60 Board Committees: Audit Committee (Chair)		Ms. Jolliffe is qualified to serve on the Board of Directors due to her executive management and leadership experience and particular expertise in executive compensation issues.Career Highlights
• Michael T. Kestner		Mr. Kestner, 59, has been a member of our Board of Directors since December 2013. Mr. Kestner serves on our Audit Committee.
		Mr. Kestner has served as the Chief Financial Officer of Building Materials Holding Corporation, a building products company, since August 2013. He previously was a partner • Partner in FocusCFO, a consulting firm providing part-time CFO services, from April 2012 to August 2013 and served as the 2013. • Executive Vice President, Chief Financial Officer and a director of Hilite International Inc., an automotive supplier of powertrain parts, from October 1998 to July 2011, and 2011. • Chief Financial Officer of Sinter Metals, Inc., a supplier of metal power precision components, from 1995 to 1998. Prior to that, he served • Served in various capacities at Banc One Capital Partners, and Wolfensohn Ventures LP and as a senior audit manager at KPMG LLP.
		Mr. Kestner is qualified to serve on the Board of Directors and the Audit Committee as a result of his extensive experience in financial analysis and financial statement preparation, as well has his management experience in the automotive industry.
• Graduated from Southeast Missouri State University.

Skills and Qualifications

ü

Over 20 years as a CFO provides valuable experience and perspective as Chair of the Audit Committee.

ü

Brings experience as the CFO of a large, United States-based company which includes experience with complex capital structures and related issues.

ü

Extensive experience in financial analysis and financial statement preparation.

ü

Management experience in the automotive industry provides him with additional insight to financial and business matters that are important to the Company.

ü

Certified Public Accountant with experience in public accounting.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT20

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John P. Larson

John P. Larson Independent Director Since June 2014 Age: 52 Lead Independent Director Board Committees: Audit Committee and Compensation Committee		Mr. Larson, 51, is a nominee for director.Career Highlights
		• Mr. Larson served as the Chief Executive Officer of Escort Inc., an automotive electronics manufacturer, from January 2008 to January 2014 and prior to that as President and Chief Operating Officer from June 2007 to January 2008. Prior to joining Escort Inc., Mr. Larson served • Served in a number of capacities at General Motors Company from 1986 to 2007, most recently serving as General Manager overseeing operations for the Buick, Pontiac and GMC Divisions from January 2005 to May 2007 and as Chief Financial OfficerGeneral Director of Finance (CFO) for U.S. Sales, Service and Marketing Operations from 2001 to 2004. • Led General Motors Company's used car remarketing activity from 1999 to 2000. • Graduated from Northern Illinois University and Purdue University (M.S., Management).

Skills and Qualifications

ü

Extensive business, management and operational experience as CEO in the automotive aftermarket and as a senior executive at one of the world's largest automakers, General Motors Company, provides him with perspective into the Company's challenges, operations, and strategic opportunities.

ü

Extensive experience in automotive remarketing, captive finance (GMAC), rental car program design and automotive dealer activities, as well as an in-depth understanding of the overall automotive business provide him a broad perspective on our industry and key customers.

ü

Extensive experience as a senior leader in corporate finance has provided him with key skills, including financial reporting, accounting and control, business planning and analysis and risk management, that are valuable to the oversight of our business.

ü

Strong communication and leadership skills allow Mr. Larson to be an effective Lead Independent Director and liaison to the other independent directors.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT21

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Stephen E. Smith

Independent Director Since December 2013 Age: 66 Board Committees: Audit Committee and Nominating and Corporate Governance Committee		Mr. Larson is qualified to serve on the Board of Directors as a result of his extensive experience serving in executive leadership roles in the automotive industry.Career Highlights
• Stephen E. Smith		Mr. Smith, 65, has been a member of the Board of Directors since December 2013.
		Mr. Smith has been a consultantConsultant in the automotive industry since October 2012. Mr. Smith also served as the interim • Senior Vice President, Financial Services of American Honda Finance Corporation, a provider of automobile financing to purchasers, lessees and dealers, from 1985 to October 2012 (including various other positions). • Interim President of the California Council on Economic Education, a not-for-profit organization that provides training and educational materials to California teachers relating to economics and personal finance, from July 2013 to February 2014. From 1985 to October 2012, Mr. Smith served in various capacities at American Honda Finance Corporation, a provider of automobile financing to purchasers, lessees and dealers, and most recently served as the Senior Vice President—Financial Services and as a director, • Graduated from June 2004 to June 2012.
		Mr. Smith is qualified to serve on the Board of Directors due to his extensive operational and management experience in the automotive industry.
California State University, Northridge.

Skills and Qualifications

ü

Over 25 years of extensive operational and management experience in the automotive industry with particular insight into the financing and leasing of vehicles.

ü

Significant expertise in building and developing consumer and commercial financial services business, utilizing strategy development, market analysis, problem solving and performance improvement.

ü

Considerable financial skill and expertise.

KAR AUCTION SERVICES' BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE ELECTION OF THE FOREGOING TEN NOMINEES
TO THE BOARD OF DIRECTORS.

PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED "FOR" THE
ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS
PROXY STATEMENT AND THE PROXY CARD UNLESS STOCKHOLDERS SPECIFY A
CONTRARY VOTE.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT22

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BOARD OF DIRECTORS STRUCTURE AND CORPORATE GOVERNANCE

Role of the Board of Directors

The Board of Directors, among other things, establishes the Company's overall corporate policies, evaluatesoversees the Company's Chief Executive Officer and other senior management in the senior leadership teamcompetent and oversees senior management.ethical operation of the Company and assures that the long-term interests of the stockholders are being served. The Board of Directors also overseesCompany's Corporate Governance Guidelines are available at karauctionservices.com/investor-relations/corporate-governance/guidelines.

Neither the Company's business strategy and planning, as well as the performance of management in executing the Company's business strategy, assessing and managing risks and managing the Company's day-to-day operations.

Board Leadership

        Currently, KAR Auction Services separates the roles of Chairman of the Board of Directors and Chief Executive Officer. Separating these roles allows our Chief Executive Officer to focus on the day-to-day management of our business and our Chairman of the Board of Directors to lead the Board of Directors and focus on providing advice and general oversight of management. Given the time and effort that is required of each of these positions, the Company currently believes it is best to separate these roles. However, neither the Company'sSecond Amended and Restated By-Laws nor the Company's Corporate Governance Guidelines requires that the Company separate thesethe roles of Chairman of the Board and Chief Executive Officer, and the Board of Directors does not have a policy on whether the same person should serve as both the Chief Executive Officer and Chairman of the Board of Directors, or if the roles must remain separate. The Board of Directors believes that it should have the flexibility to make these determinations from time to time in the way that it believes best to provide appropriate leadership for the Company under then-existing circumstances.

At present, the Board of Directors Meetingshas chosen to combine the positions of Chief Executive Officer and Attendance
Chairman of the Board and to appoint a Lead Independent Director. Our Board of Directors believes that having the same person serve in the roles of Chairman of the Board and Chief Executive Officer is appropriate for the Company at this time, as it fosters clear accountability, effective decision making and alignment on corporate strategy. Meanwhile, the appointment of a Lead Independent Director ensures that the Company benefits from effective oversight by its independent directors.

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In connection with the appointment of a Lead Independent Director, the Board of Directors adopted a Lead Independent Director Charter, which sets forth a clear mandate and significant authority and responsibilities, including:

Board Meetings and Executive Sessions		• The authority to call meetings of the independent members of the Board. • Presiding at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent members of the Board.
​	​	​
Communications		• Serves as principal liaison on Board-wide issues between the independent directors and the Chairman and CEO and facilitates communication generally between and among directors.
​	​	​
Agendas		• Reviews, in consultation with the Chairman and CEO, the agenda for Board meetings.
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Meeting Schedules		• Reviews, in consultation with the Chairman and CEO, the meeting schedules to assure there is sufficient time for discussion of all agenda items; reviews, in consultation with the Chairman and CEO, information sent to the Board, including the quality, quantity, appropriateness and timeliness of such information.
​	​	​
Communicating with Stockholders		• If requested by stockholders, ensures that he/she is available, when appropriate, for consultation and direct communication.
​	​	​
Chairman and CEO Performance Evaluation		• Together with the Compensation Committee of the Board, conducts an annual evaluation of the Chairman and CEO, including an annual evaluation of his or her interactions with the Independent Directors.
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BOARD OF DIRECTORS MEETINGS AND ATTENDANCE

The Board of Directors held 13seven meetings during 2013.2014. All of the incumbent directors attended at least 75% of the meetings of the Board of Directors and Board committees on which they served during 2013.2014. As stated in our Corporate Governance Guidelines, each director is expected to attend all annual meetings of stockholders. LastAll of our current directors attended last year's annual meeting of stockholders, was attended, either in person or by telephone, by all of the directors.

person.
Committees of the Board of Directors

COMMITTEES OF THE BOARD OF DIRECTORS

In 2013,2014, the Board of Directors maintained three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of our committees operates pursuant to a written charter. Copies of the committee charters are available on KAR Auction Services' website at www.karauctionservices.com on the "Investor Relations" page under the link "Corporate Governance." The information on our website is not part of this proxy statement and is not deemed incorporated by reference into this proxy statement or any other public filing made with the SEC. A description of each Board committee is set forth below.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT24

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Audit Committee.Committee

		Michael T. Kestner Committee Chair

Additional Committee Members:    J. Mark Howell, Lynn Jolliffe, John P. Larson and Stephen E. Smith

Other Committee Members in 2014:    Robert M. Finlayson served as Chairman for the first half of 2014. Peter R. Formanek and Jonathan P. Ward also served on the Audit Committee for a portion of 2014. Messrs. Finlayson and Ward completed their directorships as of the date of last year's annual meeting.

Committee Composition Following the Annual Meeting:    We expect that the Audit Committee will be comprised of Donna R. Ecton, Lynn Jolliffe, Michael T. Kestner and Stephen E. Smith, with Mr. Kestner serving as the Chairman.

Meetings Held in 2014:    5

Primary Responsibilities:    Our Audit Committee assists the Board of Directors in its oversight of the integrity of our financial statements, our independent registered public accounting firm's qualifications and independence and the performance of our independent registered public accounting firm. The Audit Committee reviews the audit plans and findings of our independent registered public accounting firm and our internal audit team and tracks management's corrective action plans where necessary; reviews our financial statements, including any significant financial items and changes in accounting policies or practices, with our senior management and independent registered public accounting firm; reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm. The Audit Committee held six meetings during 2013.

Independence:    Each of Messrs. Finlayson, Formanek, Kestner, Howell, Larson and Ward, who comprise the Audit Committee, areSmith and Ms. Jolliffe is "financially literate" under the rules of the New York Stock Exchange (the "NYSE").

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Mr. Finlayson serves as Chairman of the Audit CommitteeNYSE, and each of Messrs. Finlayson, FormanekKestner, Howell and Kestner haveLarson has been designated as an "audit committee financial expert" as that term is defined by the SEC. In addition, the Board of Directors has determined that each of the current and former members of the Audit Committee meets, or met during their tenure on the committee, the standards of "independence" established by the NYSE and is "independent" under the independence standards for audit committee members adopted by the SEC. If all

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Table of our director nominees are elected atContents

Compensation Committee

		Donna R. Ecton Committee Chair

Additional Committee Members:    Lynn Jolliffe and John P. Larson

Other Committee Members in 2014:    Church M. Moore served as Chairman for the first half of 2014. Mr. Moore completed his directorship as of the date of last year's annual meeting. Peter Formanek served on the Compensation Committee throughout 2014 and as Chairman for the second half of 2014 through March 12, 2015.

Committee Composition Following the Annual Meeting:    Following the annual meeting, we expect to appoint Messrs. Kestner,that the Compensation Committee will be comprised of Donna R. Ecton, J. Mark Howell, Lynn Jolliffe and John P. Larson, and Smith andwith Ms. JolliffeEcton serving as members of the Audit Committee following the annual meeting.Chairman.

        Compensation Committee.Meetings Held in 2014:    11

Primary Responsibilities:    The Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The Compensation Committee establishes, reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and approves the compensation of these officers based on such evaluations. The Compensation Committee also administers the issuance of stock optionsequity and other awards under our equity plans. The Compensation Committee held 11 meetings during 2013. The Compensation Committee is currently comprised of Messrs. Formanek and Moore and Ms. Ecton. Mr. Moore serves as Chairman of the Compensation Committee. Mr. Clingen, Sanjeev Mehra and Gregory P. Spivy served on the Compensation Committee during a portion of 2013.

Independence:    All of the current and former members of the Compensation Committee are, or were during their tenure on the committee, independent under the NYSE rules (including the new enhanced independence requirements for Compensation Committee members), except for Mr. Clingen. If all.

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Table of our director nominees are elected atContents

Nominating and Corporate Governance Committee

		Ryan M. Birtwell Committee Chair

Additional Committee Members:    Peter R. Formanek, Mark E. Hill and Stephen E. Smith

Other Committee Members in 2014:    Michael B. Goldberg, Church M. Moore and Jonathan P. Ward served on the Nominating and Corporate Governance Committee during a portion of 2014. Messrs. Goldberg, Moore and Ward completed their directorships as of the date of last year's annual meeting.

Committee Composition Following the Annual Meeting:    Following the annual meeting, we expect to appoint Messrs. Formanek and Larson, Ms. Ecton and Ms. Jolliffe as members ofthat the Compensation Committee following the annual meeting.

        The Compensation Committee retained ClearBridge Compensation Group ("ClearBridge") as its independent compensation consultant in 2013. During 2013, ClearBridge provided advice to the Compensation Committee with respect to the assessment of the Company's executive compensation practices, evaluation of long-term incentive compensation practices, designing new long-term equity awards, and related compensation matters. The Compensation Committee has reviewed the independence of ClearBridge in light of SEC rules and NYSE listing standards regarding compensation consultants and has concluded that ClearBridge's work for the Compensation Committee does not raise any conflict of interest.

Nominating and Corporate Governance Committee.Committee will be comprised of Todd F. Bourell, Peter R. Formanek, Mark E. Hill and Stephen E. Smith, with Mr. Hill serving as the Chairman.

Meetings Held in 2014:    3

Primary Responsibilities:    The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board of Directors regarding candidates for directorships and the size and composition of the Board of Directors. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our Corporate Governance Guidelines and reporting and making recommendations to the Board of Directors concerning governance matters. The Nominating and Corporate Governance Committee held four meetings during 2013. The Nominating and Corporate Governance Committee is comprised of Messrs. Birtwell, Goldberg, Moore and Ward. Mr. Birtwell serves as Chairman of the Nominating and Corporate Governance Committee. Kelly J. Barlow and Mr. Mehra served on the Nominating and Corporate Governance Committee during 2013.

Independence:    All of the current and former members of the Nominating and Corporate Governance Committee are, or were during their tenure on the committee, independent under the NYSE rules. If all of our director nominees are elected at the annual meeting, we expect to appoint Messrs. Birtwell, Hill and Smith as members of the Nominating and Corporate Governance Committee following the annual meeting.

        Each of our committees operates pursuant to a written charter. Copies of the committee charters are available on KAR Auction Services' website at www.karauctionservices.com on the "Investor Relations" page under the link "Corporate Governance." The information on our website is not part of this proxy statement and is not deemed incorporated by reference into this proxy statement or any other public filing made with the SEC.

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Board of Directors' Oversight of Risk

Our management is responsible for the management and assessment of risk at the Company, including communication of the most material risks to the Board of Directors and its committees. The Board of Directors provides oversight with respect to risk practices implemented by management, except for the oversight of risks that have been specifically delegated to a committee of the Board of Directors. Even when the oversight of a specific area of risk has been delegated to a committee, the Board of Directors may maintain oversight over such risks through the receipt of reports from the committee chairpersons to the Board of Directors at each regularly scheduled Board of Directors meeting. The Board of Directors and committee reviews occur principally through the receipt of regular reports from management to the Board of Directors on these areas of risk, and discussions with management regarding risk assessment and risk management.

At its regularly scheduled meetings, the Board of Directors generally receives a number of reports which include information relating to risks faced by the Company. The Company's Chief Financial Officer provides a report on the Company's results of operations, its liquidity position, including an analysis of prospective sources and uses of funds, and the implications to the Company's debt

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covenants and credit rating, if any. The Chief Executive Officer of each primary business unit provides an operational report, which includes information relating to strategic, operational and competitive risks. Finally, the Company's General Counsel provides a privileged report which provides information regarding the status of the Company's material litigation and related matters, including environmental updates and the Company's continuing compliance with applicable laws and regulations. At each regularly scheduled Board of Directors meeting, the Board of Directors also receives reports from committee chairpersons, which may include a discussion of risks initially overseen by the committees for discussion and input from the Board of Directors. As noted above, in addition to these regular reports, the Board of Directors receives reports on specific areas of risk from time to time, such as regulatory, cyclical or other risks that are not covered in the regular reports given to the Board of Directors and described above.

The Board of Directors' leadership structure, through its committees, also supports its role in risk oversight. The Audit Committee maintains initial oversight over risks related to the integrity of the Company's financial statements; internal controls over financial reporting and disclosure controls and procedures (including the performance of the Company's internal audit function); the performance of the independent auditor;registered public accounting firm; and oversees the Company's responses to ethics issues arising from the Company's whistleblower hotline. The Company's Compensation Committee maintains oversight over risks related to the Company's compensation practices. The Nominating and Corporate Governance Committee monitors potential risks relating to the effectiveness of the Board of Directors, notably director succession, composition of the Board of Directors and the principal policies that guide the Company's governance.

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Corporate Governance Documents

CORPORATE GOVERNANCE DOCUMENTS

The Board of Directors has adopted the following corporate governance documents:

	Document				Purpose/Application
Code of Business Conduct and Ethics		Applies to all of the Company's employees, officers and directors, including those officers responsible for financial reporting.
Code of Ethics for Principal Executive and Senior Financial Officers		Applies to the Company's principal executive officer, principal financial and accounting officer and such other persons who are designated by the Board of Directors.
Corporate Governance Guidelines		Contains general principles regarding the functions of the Board of Directors and its committees.
Committee Charters		Applies to the following Board committees, as applicable: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

We expect that any amendments to the codes of ethics, or any waivers of their requirements for executive officers and directors, will be disclosed on the Company's website. The foregoing documents are available at www.karauctionservices.com under the "Investor Relations" link on the "Corporate Governance" page and in print to any stockholder who requests them. Requests should be made to KAR Auction Services, Inc., Investor Relations, 13085 Hamilton Crossing Boulevard, Carmel, Indiana 46032. The information on our website is not part of this proxy statement and is not

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deemed incorporated by reference into this proxy statement or any other public filing made with the SEC.

Cessation of "Controlled Company" Status

        At the time of our initial public offering, we qualified as a "controlled company" within the meaning of the NYSE corporate governance standards, as KAR LLC controlled a majority of the voting power of our outstanding common stock. As of June 6, 2013, KAR LLC ceased to hold a majority of our outstanding common stock and, as of the date of this proxy statement, does not hold any shares of our common stock. As a controlled company, we were exempt from compliance with certain NYSE corporate governance standards, including (i) the requirement that a majority of the Board of Directors consist of independent directors; (ii) the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors; and (iii) the requirement that we have a compensation committee that is composed entirely of independent directors.

        The NYSE listing rules provide that, to the extent a controlled company ceases to qualify as such, it is required to comply with the corporate governance requirements from which it was previously exempt as follows:

•

The company must satisfy the majority independent board requirement within one year of the date its status changed; and



•

The company must have at least one independent member on its nominating committee and at least one independent member on its compensation committee by the date its status changed, at

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least a majority of independent members on each committee within 90 days of the date its status changed and fully independent committees within one year of the date its status changed.

        As of the date of this proxy statement, ten of our 13 directors are independent under NYSE standards, and each of our committees is comprised entirely of independent directors. In addition, eight of our ten nominees are independent.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2013,2014, Messrs. Clingen, Formanek, Mehra,Larson and Moore and SpivyMmes. Ecton and Ms. EctonJolliffe served as members of the Compensation Committee. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or our Compensation Committee. None of the individuals serving as members of the Compensation Committee during 2013 is2014 are now or waswere previously an officer or employee of the Company, other than Mr. Clingen who isCompany.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Any interested parties desiring to communicate with the Chairman of the Board of Directors or any of the independent directors regarding the Company may directly contact such directors by delivering such correspondence to the Company's General Counsel at KAR Auction Services, Inc., 13085 Hamilton Crossing Boulevard, Carmel, Indiana 46032.

The Audit Committee of the Board of Directors has established procedures for employees, stockholders and servedothers to submit confidential and anonymous reports regarding accounting, internal accounting controls, auditing or any other matters.

EXECUTIVE SESSIONS

The independent directors of the Company meet in executive session at regularly scheduled Board of Directors meetings, if needed. The Company's Corporate Governance Guidelines state that the Chairman of the Board of Directors, if an independent director, or the Lead Independent Director shall preside at such executive sessions, or in such director's absence, another independent director designated by the Chairman of the Board of Directors or the Lead Independent Director, as applicable, shall preside at such executive sessions. Currently, Mr. Larson, our Lead Independent Director, presides at the executive sessions of our independent directors.

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DIRECTOR COMPENSATION

We use a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on the Board of Directors. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as well as the Company's Chief Executive Officer from April 2007skill level we require of members of our Board of Directors. As discussed below, we revised our director compensation program for 2014 in connection with the ongoing transition of our Board of Directors upon KAR LLC losing its director nomination rights pursuant to September 2009. See "Certain Related Party Relationships" for a descriptionits divestiture of certain relationships betweenits holdings of our Company stock in late 2013.

CASH AND STOCK RETAINERS

Cash.    Members of the Company and membersBoard of Directors who are not our employees were entitled to receive an annual cash retainer of $75,000 during 2014. Such directors may elect to receive their annual cash retainer in common stock. In addition, the Chairperson of the Audit Committee received an additional cash retainer of $20,000, the Chairperson of the Compensation Committee received an additional cash retainer of $15,000 and the Chairperson of the Nominating and Corporate Governance Committee received an additional cash retainer of $10,000. In connection with the appointment of Mr. Larson as Lead Independent Director on December 31, 2014, the Board approved an annual cash retainer for the Lead Independent Director of $30,000. One-fourth of the annual cash retainer is paid at the end of each quarter, provided that the director served as a director in such fiscal quarter. All of our directors are reimbursed for reasonable expenses incurred in connection with attending Board of Directors meetings and committee meetings.

Stock.    In addition to the annual cash compensation, directors who are not employed by us received an annual stock retainer of $100,000 of our common stock in the form of restricted stock during 2014. Pursuant to our Policy on Granting Equity Awards, unless specifically provided otherwise by the Compensation Committee or the Board of Directors, annual grants for directors are effective on the date of the annual meeting at which the director was elected or re-elected. One-fourth of the annual restricted stock grant vests quarterly following the date of the grant. The number of shares of our common stock received is based on the value of the shares on the date of the restricted stock grant. Directors who are not employed by us and who joined the Board of Directors during the year but not at the annual meeting were eligible to receive a prorated restricted stock award.

DIRECTORS DEFERRED COMPENSATION PLAN

Our Board of Directors adopted the KAR Auction Services, Inc. Directors Deferred Compensation Plan (the "Director Deferred Compensation Plan") in December 2009. Pursuant to the terms of the Director Deferred Compensation Plan, each director who is not employed by us may elect to defer the receipt of his or her cash director fees into a pre-tax interest-bearing deferred compensation account, which account accrues interest as described in the Director Deferred Compensation Plan. Amounts under the Director Deferred Compensation Plan may also be invested in the same investment choices as are available under our 401(k) plan. Directors also may choose to receive all or a portion of their affiliated companies.annual stock retainer in the form of a deferred share account. The plan provides that the amount of cash in a director's deferred cash account, plus a number of shares of common stock equal to the number of shares in the director's deferred share account, will be delivered to a

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director in installments over a specified period or within 60 days following the date of the director's departure from the Board of Directors, with cash being paid in lieu of any fractional shares.

DIRECTOR STOCK OWNERSHIP AND HOLDING GUIDELINES

The Company's non-employee directors are subject to the Company's director stock ownership and holding guidelines. The stock holding guideline requires each non-employee director to hold any shares of the Company's common stock granted after January 1, 2014 for at least four years, subject to certain exceptions approved by the Compensation Committee. The stock ownership guideline, which was adopted in 2015, requires each non-employee director to own a minimum of three times his or her annual cash retainer amount in shares of Company stock.

DIRECTOR COMPENSATION PAID IN 2014

The following table provides information regarding the compensation paid to our directors.

Name		Fees Earned or Paid in Cash(1)			Stock Awards(2)			Total
Ryan M. Birtwell(3)		$	47,404		$	100,014		$	147,418
Brian T. Clingen(4)		$	75,000		$	150,042		$	225,042
Donna R. Ecton		$	75,000		$	150,042		$	225,042
Robert M. Finlayson(5)		$	42,019		$	12,507		$	54,526
Peter R. Formanek(6)		$	84,015		$	112,521		$	196,536
Mark E. Hill(7)		$	41,827		$	100,014		$	141,841
J. Mark Howell(8)		​	—		​	—		​	—
Lynn Jolliffe(9)		$	41,827		$	100,014		$	141,841
Michael T. Kestner(10)		$	86,154		$	150,042		$	236,196
John P. Larson(11)		$	41,827		$	100,014		$	141,841
Stephen E. Smith		$	75,000		$	150,042		$	225,042
Jonathan P. Ward(12)		$	33,173		$	12,507		$	45,680

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(1)

The amounts represent the $75,000 annual cash retainer paid to each director who is not employed by the Company, plus an additional $20,000 paid to the Chairman of the Audit Committee, $15,000 paid to the Chairman of the Compensation Committee and $10,000 paid to the Chairman of the Nominating and Corporate Governance Committee. Amounts are prorated to reflect partial years of service to the Board of Directors. Pursuant to the Director Deferred Compensation Plan, Mr. Kestner elected to receive 50% of his annual cash retainer in cash and 50% in a deferred account. The amount for Mr. Formanek includes an additional $3,366.09 received in 2015 with respect to his additional Compensation Committee chair fee earned in 2014.

(2)

The amounts represent the aggregate grant date fair value, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718"), of shares of restricted stock awarded to each director who is not employed by the Company as an annual stock retainer. On January 2, 2014, Ms. Ecton and Messrs. Clingen, Kestner and Smith each received pro-rata restricted stock grants of 1,676 shares and Messrs. Finlayson, Formanek and Ward received a pro-rata grant of 419 shares to reflect the increased stock retainer amount for 2014. All directors who are not employed by the Company other than Messrs. Finlayson, Howell and Ward received 3,168 shares of restricted stock as an

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annual stock retainer in June 2014. Pursuant to the Director Deferred Compensation Plan, (i) Messrs. Hill, Larson and Smith and Mmes. Ecton and Jolliffe each elected to receive 100% of his or her annual stock retainer in a deferred share account and (ii) Mr. Kestner elected to receive 50% of his annual stock retainer in stock and 50% in a deferred share account.

(3)

Mr. Birtwell was elected to the Board of Directors effective as of June 12, 2013. Mr. Birtwell became Chairman of the Nominating and Corporate Governance Committee effective as of December 13, 2013.

(4)

Mr. Clingen resigned from the Board of Directors effective as of December 31, 2014. Upon his resignation, he forfeited the unvested portion of his restricted stock grant.

(5)

Mr. Finlayson was a director for the period December 10, 2009 through June 10, 2014, during which time he served as Chairman of the Audit Committee.

(6)

Mr. Formanek elected to receive his annual cash retainer in shares of the Company's common stock. Mr. Formanek was the Chairman of the Compensation Committee from June 10, 2014 to March 12, 2015.

(7)

Mr. Hill was elected to the Board of Directors effective as of June 10, 2014.

(8)

Mr. Howell was elected to the Board of Directors effective as of December 31, 2014. Mr. Howell was entitled to a prorated grant of restricted stock on January 2, 2015 which is not included in the table above.

(9)

Ms. Jolliffe was elected to the Board of Directors effective as of June 10, 2014.

(10)

Mr. Kestner became Chairman of the Audit Committee effective as of June 10, 2014.

(11)

Mr. Larson was elected to the Board of Directors effective as of June 10, 2014. Mr. Larson was elected Lead Independent Director effective as of January 1, 2015.

(12)

Mr. Ward was a director for the period December 10, 2009 through June 10, 2014.

Mr. Hallett and Tom O'Brien were not entitled to receive any fees or other compensation for serving as a member of our Board of Directors because they were employed by the Company. In addition, Dave Ament, Church Moore and Michael Goldberg served as directors for part of 2014 but did not receive any compensation from the Company in connection with their directorships because they were employed by one of the Company's former equity sponsors and therefore are excluded from the table above.

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OUTSTANDING DIRECTOR RESTRICTED STOCK AWARDS

The following table sets forth information regarding the number of unvested shares of our common stock held by each director who was not employed by the Company as of December 31, 2014:

Name		Unvested Shares of Common Stock
Ryan M. Birtwell		​	1,584
Brian T. Clingen			—
Donna R. Ecton		​	1,610	(1)
Robert M. Finlayson			—
Peter R. Formanek		​	1,584
Mark E. Hill			1,610	(1)
J. Mark Howell		​	—
Lynn Jolliffe			1,610	(1)
Michael T. Kestner		​	1,600	(1)
John P. Larson			1,610	(1)
Stephen E. Smith		​	1,610	(1)
Jonathan P. Ward			—

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(1)

The following number of shares are phantom stock and dividend equivalents which are deferred in each director's account in the Director Deferred Compensation Plan: Ms. Ecton—4,940 shares; Mr. Hill—3,222 shares; Ms. Jolliffe—3,222 shares; Mr. Kestner—2,470 shares; Mr. Larson—3,222 shares; and Mr. Smith—4,940 shares. These shares will be settled for shares of KAR common stock on a one-for-one basis.

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Section 16(a) Beneficial Ownership Reporting Compliance
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BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 13, 2015 of: (1) each person or entity who owns of record or beneficially 5% or more of any class of KAR Auction Services' voting securities of which 141,800,443 shares were outstanding as of April 13, 2015; (2) each of our directors, director nominees and named executive officers; and (3) all of our directors, director nominees and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. To our knowledge, each stockholder will have sole voting and investment power with respect to the shares indicated as beneficially owned, unless otherwise indicated in a footnote to the following table. The percentage calculations below are based on 141,800,443 shares of common stock outstanding as of April 13, 2015 rather than the percentages set forth in any stockholders' Schedule 13D and Schedule 13G filings. Unless otherwise indicated in a footnote, the business address of each person is our corporate address, c/o KAR Auction Services, Inc. 13085 Hamilton Crossing Boulevard, Carmel, Indiana 46032.

		Shares Beneficially Owned
Name of Beneficial Owner		Number of Shares(1)			Percent of Class(2)
5% BENEFICIAL OWNERS		​			​
FMR LLC(3)			12,965,245			9.1	%
The Vanguard Group(4)		​	8,422,691		​	5.9	%
NAMED EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES
Ryan M. Birtwell(5)		​	3,168		​	*
Todd F. Bourell(5)			—			—
Donna R. Ecton(5)		​	5,015		​	*
Peter R. Formanek(5)			34,656			*
Donald S. Gottwald(6)		​	180,000		​	*
James P. Hallett(5)(7)			198,601			*
Mark E. Hill(5)		​	11,772		​	*
J. Mark Howell(5)			1,280			*
Lynn Jolliffe(5)		​	3,248		​	*
Michael T. Kestner(5)			8,405			*
John P. Larson(5)		​	3,272		​	*
Eric M. Loughmiller(8)			37,201			*
Rebecca C. Polak(9)		​	185,469		​	*
Stephen E. Smith(5)			5,015			*
Stéphane St-Hilaire(10)		​	141,844		​	*
Executive officers, directors and director nominees as a group (23 persons)(11)			1,760,617			1.2	%

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*

Less than one percent

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT34

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(1)

The number of shares includes shares of common stock subject to options exercisable within 60 days of April 13, 2015.

(2)

Shares subject to options exercisable within 60 days of April 13, 2015 are considered outstanding for the purpose of determining the percent of the class held by the holder of such option, but not for the purpose of computing the percentage held by others.

(3)

Based solely on information disclosed in a Schedule 13G/A filed by FMR LLC, Edward C. Johnson 3d and Abigail P. Johnson on February 13, 2015. FMR LLC has sole voting power with respect to 652,673 shares and sole dispositive power with respect to 12,965,245 shares. Each of Edward C. Johnson 3d and Abigail P. Johnson has sole dispositive power with respect to 12,965,245 shares. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

(4)

Based solely on information disclosed in a Schedule 13G/A filed by The Vanguard Group on February 10, 2015. According to this Schedule 13G/A, The Vanguard Group has the sole voting power with respect to 92,761 shares, sole dispositive power with respect to 8,340,830 shares and shared dispositive power with respect to 81,861 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(5)

Member of our Board of Directors or a nominee to our Board of Directors.

(6)

Includes 180,000 shares of common stock issuable pursuant to options that are exercisable within 60 days of April 13, 2015 held by Mr. Gottwald.

(7)

Includes 198,601 shares of common stock issuable pursuant to options that are exercisable within 60 days of April 13, 2015 held by Mr. Hallett.

(8)

Includes 24,301 shares of common stock issuable pursuant to options that are exercisable within 60 days of April 13, 2015 held by Mr. Loughmiller.

(9)

Includes 185,469 shares of common stock issuable pursuant to options that are exercisable within 60 days of April 13, 2015 held by Ms. Polak.

(10)

Includes 141,844 shares of common stock issuable pursuant to options that are exercisable within 60 days of April 13, 2015 held by Mr. St-Hilaire.

(11)

Includes an aggregate of 1,504,045 shares of common stock issuable pursuant to options that are exercisable within 60 days of April 13, 2015.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires KAR Auction Services' directors and executive officers and persons who own more than 10% of the issued and outstanding shares of the Company's common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC and the NYSE. Based solely on a review of such reports and written representations from the directors and executive officers, the Company believes that all such filing requirements were met during 2013.2014, except that a Form 3 for John Hammer was untimely filed on April 8, 2014, a Form 4 for ValueAct Holdings L.P. reporting three sale transactions was untimely filed on August 18, 2014, and a Form 4 for Peter Kelly reporting a grant of stock options, three option exercises and three subsequent sale transactions was untimely filed on January 30, 2015.

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT35

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DIRECTOR COMPENSATION

        We use a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on the Board of Directors. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as well as the skill level we require of members of our Board of Directors. As discussed below, we have revised our director compensation program for 2014 in connection with the ongoing transition of our Board of Directors upon KAR LLC losing its director nomination rights pursuant to its divestiture of its holdings of our Company stock in 2013.

Cash and Stock Retainers

        Cash.    Members of the Board of Directors who are not our employees nor employed by Kelso Investment Associates VII, L.P., GS Capital Partners VI, L.P., ValueAct Capital Master Fund, L.P. or Parthenon Investors II, L.P. and their respective affiliates (collectively, the "Former Equity Sponsors"), which, prior to their divestiture of our common stock in 2013, collectively owned through KAR LLC a majority of the common stock of KAR Auction Services, were entitled to receive an annual cash retainer of $50,000 during 2013. Such directors may elect to receive their annual cash retainer in common stock. The Chairperson of the Audit Committee received an additional cash retainer of $10,000 during 2013. One-fourth of the annual cash retainer is paid at the end of each quarter, provided that the director served as a director in such fiscal quarter. All of our directors are reimbursed for reasonable expenses incurred in connection with attending Board of Directors meetings and committee meetings.

        The Company's non-employee director compensation program was revised effective January 1, 2014 to provide for (i) a $75,000 annual cash retainer (increased from $50,000); and (ii) additional

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annual cash retainer amounts of $20,000 for the chair of the Audit Committee; $15,000 for the chair of the Compensation Committee; and $10,000 for the chair of the Nominating and Corporate Governance Committee.

        Stock.    In addition to the annual cash compensation, directors who are not employed by us or the Former Equity Sponsors received an annual stock retainer of $75,000 of our common stock in the form of restricted stock during 2013. Pursuant to our Policy on Granting Equity Awards, unless specifically provided otherwise by the Compensation Committee or the Board of Directors, annual grants for directors are effective on the date of the annual meeting at which the director was elected or re-elected. One-fourth of the annual restricted stock grant vests quarterly following the date of the grant. The number of shares of our common stock received is based on the value of the shares on the date of the restricted stock grant.

        The Company's non-employee director compensation program was revised effective January 1, 2014 to provide for a $100,000 annual restricted stock retainer (increased from $75,000), which is normally granted on the date of the annual meeting of stockholders and vests quarterly over a one-year period. On January 2, 2014, Ms. Ecton and Messrs. Clingen, Kestner and Smith each received pro-rata restricted stock grants worth approximately $50,000 and Messrs. Finlayson, Formanek and Ward received a pro-rata grant worth approximately $12,500 to reflect the increased stock retainer amount for 2014.

Directors Deferred Compensation Plan

        Our Board of Directors adopted the KAR Auction Services, Inc. Directors Deferred Compensation Plan (the "Director Deferred Compensation Plan") in December 2009. Pursuant to the terms of the Director Deferred Compensation Plan, each director who is not employed by us or the Former Equity Sponsors may elect to defer the receipt of his cash director fees into a pre-tax interest-bearing deferred compensation account, which account accrues interest as described in the Director Deferred Compensation Plan. Directors also may choose to receive all or a portion of their annual stock retainer in the form of a deferred share account. The plan provides that the amount of cash in a director's deferred cash account, plus a number of shares of common stock equal to the number of shares in the director's deferred share account, will be delivered to a director within 60 days following the date of the director's departure from the Board of Directors, with cash being paid in lieu of any fractional shares.

Director Compensation Paid in 2013

        The following table provides information regarding the compensation paid to our directors.

Name(1)		Fees Earned or Paid in Cash(2)			Stock Awards(3)			Total
Donna R. Ecton(4)		$	2,174			—		$	2,174
Robert M. Finlayson		$	60,000		$	75,018		$	135,018
Peter R. Formanek		$	50,000	(5)	$	75,018		$	125,018
Michael T. Kestner(6)		$	2,174			—		$	2,174
Stephen E. Smith(7)		$	2,174			—		$	2,174
Jonathan P. Ward		$	50,000		$	75,018	(8)	$	125,018

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(1)

Mr. Clingen is not included in the table. He received compensation as an executive officer of the Company in 2013 but was not a named executive officer. Mr. Clingen did not receive any additional compensation for services provided as Chairman of the Board

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in 2013. Effective January 1, 2014, Mr. Clingen is no longer an executive officer of the Company and will instead be compensated as our non-executive Chairman.

(2)

The amounts represent the $50,000 annual cash retainer paid to each director who is not employed by the Company or one of our Former Equity Sponsors, plus an additional $10,000 paid to Mr. Finlayson for serving as the Chairman of the Audit Committee. Amounts reported for Ms. Ecton and Messrs. Kestner and Smith are prorated to reflect amounts earned during 2013.

(3)

The amounts represent the aggregate grant date fair value, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718"), of 3,358 shares of restricted stock awarded to each director who is not employed by the Company or one of our Former Equity Sponsors as an annual stock retainer for the period of June 2013 through June 2014. Ms. Ecton and Messrs. Kestner and Smith were not eligible to receive such awards because they were elected to the Board of Directors on December 16, 2013, however, these individuals received prorated restricted stock grants in January 2014 as described above in "Cash and Stock Retainers."

(4)

Ms. Ecton was elected to the Board of Directors effective as of December 16, 2013.

(5)

Mr. Formanek elected to receive his annual cash retainer in shares of the Company's common stock.

(6)

Mr. Kestner was elected to the Board of Directors effective as of December 16, 2013.

(7)

Mr. Smith was elected to the Board of Directors effective as of December 16, 2013.

(8)

Mr. Ward elected to receive his annual stock retainer in a deferred share account pursuant to the Director Deferred Compensation Plan.

        Directors that are employed by the Company are not (or, prior to the November 13, 2013 Exit Event (as defined below), those employed by the Former Equity Sponsors were not) entitled to receive any fees for serving as a member of our Board of Directors. Mr. Clingen serves as Chairman of the Board of Directors, which was also an executive officer position, during the last fiscal year and received a base salary and a cash bonus payment for that year solely resulting from holding such officer position. Mr. Clingen is not a named executive officer and did not receive any additional compensation for services provided as Chairman of the Board in 2013. Mr. Clingen's compensation in 2013 as an executive officer was approved by the Compensation Committee of the Board of Directors. Effective January 1, 2014, Mr. Clingen is no longer an executive officer of the Company and will no longer be eligible to receive a base salary and cash bonus and will instead be compensated as our non-executive Chairman solely through our director compensation program, as described above.

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Director Stock Ownership

        The following table sets forth information regarding the number of vested and unvested shares of our common stock held by each director who was not employed by the Company or one of our Former Equity Sponsors as of December 31, 2013:

Name		Shares of Common Stock
Robert M. Finlayson			19,595	(1)
Peter R. Formanek			27,399	(1)
Jonathan P. Ward			19,942	(1)(2)

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(1)

3,358 of these shares are shares of restricted stock that were granted pursuant to the Omnibus Plan and one-fourth of the grant vests every three months from the date of grant, June 12, 2013, and such grant is subject to forfeiture until vested.

(2)

12,370 of these shares are phantom stock and dividend equivalents which are deferred in Mr. Ward's account in the Director Deferred Compensation Plan and will be settled for shares of KAR common stock on a one-for-one basis.

Director Stock Ownership and Holding Guidelines

        The Company's non-employee directors are subject to the Company's stock ownership and holding guidelines, which require each non-employee director to hold any shares of the Company's common stock granted after January 1, 2014 for at least four years, subject to certain exceptions approved by the Compensation Committee.

Communications with the Board of Directors

        Any interested parties desiring to communicate with the Chairman of the Board of Directors or any of the independent directors regarding the Company may directly contact such directors by delivering such correspondence to the Company's General Counsel at KAR Auction Services, Inc., 13085 Hamilton Crossing Boulevard, Carmel, Indiana 46032.

        The Audit Committee of the Board of Directors has established procedures for employees, stockholders and others to submit confidential and anonymous reports regarding accounting, internal accounting controls, auditing or any other matters.

Executive Sessions

        The independent directors of the Company meet in executive session at regularly scheduled Board of Directors meetings, if needed, and the members of the Audit Committee generally meet in executive session at each regularly scheduled, in person Audit Committee meeting. The Company's Corporate Governance Guidelines state that the Chairman of the Board of Directors, if an independent director, or the lead independent director shall preside at such executive sessions, or in such director's absence, another independent director designated by the Chairman of the Board of Directors or the lead independent director, as applicable, shall preside at such executive sessions. Our Chairman of the Board is not an independent director and we currently do not have a designated lead director. Until such time as the Board of Directors appoints a lead independent director, for all executive sessions of the non-employee or independent directors, the independent directors will rotate as the presiding director.

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: PROPOSAL NO. 2

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ADVISORY VOTE TO APPROVE THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS

PROPOSAL NO. 2

        Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, the Board of Directors is providing our stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. As approved by its stockholders at the 2011 Annual Meeting and consistent with the Board of Directors' recommendation, the Company submits this proposal for a non-binding vote on executive compensation every three years. The next advisory vote to approve the compensation of our named executive officers is scheduled to occur at the 2017 Annual Meeting.

        As described in more detail under the heading "Executive Compensation—Compensation Discussion and Analysis," we believe that the compensation program for our named executive officers is designed to enhance stockholder value by (i) closely aligning compensation with our performance on both a short-term and long-term basis through the use of annual cash incentive awards and equity awards such as stock options and performance-based restricted stock unit awards; (ii) linking compensation to specific, measurable results; and (iii) attracting and retaining key executive talent in the vehicle remarketing and automotive finance industry. More specifically, we believe that each of the compensation programs that we have developed and implemented satisfies one or more of the following specific objectives:

•

motivate and focus our executive officers through incentive compensation programs directly tied to our financial results;



•

support a one-company culture and encourage synergies between all business units by aligning compensation with long-term overall Company performance and stockholder value;



•

provide a significant percentage of total compensation through variable pay based on pre-established goals and objectives;



•

enhance our ability to attract and retain skilled and experienced executive officers;



•

align the interests of our executive officers with the interests of our stockholders so that they manage from the perspective of owners with an equity stake in the Company; and



•

provide rewards commensurate with performance and with competitive market practices.

        For these reasons and the others described elsewhere in this proxy statement, the Board of Directors recommends approval of the following non-binding resolution:

RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis section, the compensation tables and any related material disclosed in this proxy statement, is hereby APPROVED.

        The vote is an advisory vote only and is not binding on the Company or the Board of Directors. However, the Compensation Committee will consider, in its discretion, the result of the vote in future compensation decisions for the named executive officers.

KAR AUCTION SERVICES' BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE NON-BINDING RESOLUTION
APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED "FOR"
PROPOSAL NO. 2 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

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APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE KAR AUCTION SERVICES, INC. 2009 OMNIBUS STOCK AND INCENTIVE PLAN

PROPOSAL NO. 3

        We are asking our stockholders to approve the amendment and restatement of the Omnibus Plan, under which we are seeking the approval of additional shares. Approval of this proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the annual meeting and entitled to vote.

        The following description of the Omnibus Plan is qualified in its entirety by the full text of the Omnibus Plan, which is attached as Appendix A to this proxy statement. Capitalized terms used herein but not otherwise defined shall have the meaning assigned to such terms in the Omnibus Plan, unless the context clearly dictates otherwise.

Purpose

        The purpose of the Omnibus Plan is to provide an additional incentive to participants whose contributions are essential to the growth and success of our business, in order to strengthen the commitment of such persons to the Company, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in our long-term growth and profitability.

Description of the Amendments

        As described below, the Omnibus Plan would be amended to, among other things:

•

Add 6,000,000 shares of common stock to be available for issuance under the Omnibus Plan;



•

Extend the expiration date of the Omnibus Plan's term from December 10, 2019 to June 10, 2024;



•

Eliminate liberal share counting provisions for options and share appreciation rights ("SARs");



•

Clarify that the option and SAR repricing prohibitions also applies to the substitution of other awards for and cash buyouts of underwater options;



•

Grant the Committee the power to amend or terminate the Omnibus Plan;



•

Provide that all awards issued under the Omnibus Plan are subject to any compensation recoupment policy adopted by the Company; and



•

Clarify other provisions in the Omnibus Plan.

Eligible Participants

        The employees, directors and independent contractors and consultants of the Company and its affiliates who are chosen by the Committee are eligible to receive awards under the Omnibus Plan. As of March 31, 2014, there were approximately 12,282 employees, 13 directors and 450 independent contractors and consultants of the Company and its affiliates.

Available Shares and Award Limitations

        The aggregate awards granted during any calendar year to any single individual shall not exceed (i) 600,000 shares subject to options or SARs; (ii) 300,000 shares subject to restricted shares or other share-based awards; and (iii) $5,000,000 with respect to cash-based awards. Following the approval of this amendment and restatement of the Omnibus Plan, which seeks to add 6,000,000 shares, the number of shares of our common stock, in the aggregate, which may be issued pursuant to awards

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under the Omnibus Plan will be increased from 6,492,683 to 12,492,683. If the amendment and restatement of the Omnibus Plan is approved by stockholders, the 2,082,560 shares which remained available for issuance after February 28, 2014 would be increased to 8,082,560 shares that would be available for future issuance. Based on historic and projected usage patterns, we expect that, if this proposal is approved by stockholders, the shares under the Omnibus Plan will be exhausted for purposes of granting awards under the Omnibus Plan within the next three to four years. As of the close of the regular trading session on April 16, 2014, the Company's stock price was $30.18 per share.

        Our three year average adjusted equity plan burn rate for 2011 through 2013 was 0.64% under the model used by Institutional Shareholder Services (ISS), which treats each full value share awarded as equivalent to 2.5 option shares. In addition, our equity plan overhang (or potential dilution) as of February 28, 2014 (prior to our additional share request) was approximately 6.8% on a fully-diluted basis and with the additional requested shares, if approved, would be approximately 10.5%. We are defining and calculating equity plan overhang to be (i) the total of all shares subject to outstanding awards PLUS shares remaining available for future issuance, including any additional share requests, DIVIDED BY (ii) our total issued and outstanding shares PLUS the total of all shares subject to outstanding awards PLUS shares remaining available for future issuance, including any share requests.

Awards

        Under the Omnibus Plan, the Committee is authorized to grant stock options, SARs, restricted shares and other share-based awards or cash-based awards, each of which may be made subject to the achievement of specified Performance Goals established by the Committee.

        Stock Options.    Nonqualified stock options, which are not intended to qualify for special tax treatment under the Code, may be granted under the Omnibus Plan. The Committee is authorized to set the terms of an option, including exercise price and the time and method of exercise, but is prohibited from repricing options without stockholder approval. The exercise price applicable to option awards must be at least equal to the fair market value of a share of the Company's common stock on the applicable grant date, generally determined based on the closing sale price on the New York Stock Exchange on the grant date.

        SARs.    A SAR entitles the holder to receive an amount equal to the difference between the fair market value of a specified number of shares on the exercise date and the exercise price of the SAR set by the Committee as of the date of grant. The exercise price applicable to SAR awards must be at least equal to the fair market value of a share of the Company's common stock on the applicable grant date, generally determined based on the closing sale price on the New York Stock Exchange on the grant date. The Committee is authorized to set the terms of the SARs, including the time and method of exercise, but is prohibited from repricing SARs without stockholder approval.

        Restricted Shares.    Awards of restricted shares are subject to restrictions on transferability and such other restrictions, if any, as the Committee may impose on the date of grant or thereafter. Such restrictions may lapse under circumstances as the Committee may determine, such as completion of a specified period of continued employment or upon the achievement of performance criteria. Except as otherwise determined by the Committee, eligible participants, who are granted restricted shares will have all of the rights of a stockholder with respect to such restricted shares during any period of restriction.

        Other Share-Based Awards or Cash-Based Awards.    The Committee may also grant rights or other interests that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, our common stock, including, but not limited to, unrestricted shares, restricted stock units, dividend equivalents or performance units, each of which may be subject to the

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attainment of Performance Goals or a period of continued employment or other terms or conditions as permitted under the Omnibus Plan.

Performance Goals

        Awards under the Omnibus Plan to the chief executive officer and the three other most highly compensated officers other than the chief financial officer (the "Covered Employees") may be made subject to the attainment of Performance Goals relating to one or more of the following business criteria within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)"): (i) earnings, including one or more of operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, adjusted EBITDA, economic earnings, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation (including total stockholder return, on an absolute basis or relative to a peer group or other index selected by the Committee); (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) cumulative earnings per share growth; (xiii) operating margin or profit margin; (xiv) cost targets, reductions and savings, productivity and efficiencies; (xv) strategic business criteria, consisting of one or more objectively determinable objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xvi) objectively determinable personal professional objectives, including any of the foregoing Performance Goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xvii) any combination of, or a specified increase in, any of the foregoing.

        Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company or affiliate thereof, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment shall be made (or no vesting shall occur), levels of performance at which specified payments shall be made (or specified vesting shall occur), and a maximum level of performance above which no additional payment shall be made (or at which full vesting shall occur). Each of the foregoing Performance Goals shall be subject to certification by the Committee. The Committee has the authority to specify reasonable definitions for any Performance Goals it uses and the definitions may provide for equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any affiliate thereof or the financial statements of the Company or any affiliate thereof, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles (in each case, to the extent not inconsistent with Section 162(m), if applicable).

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Change in Control

        Upon the consummation of a Change in Control, unless otherwise determined by the Administrator or as otherwise specified in an award agreement, all outstanding awards granted under the Omnibus Plan (other than Other Cash-Based Awards granted pursuant to the Company's annual incentive plan or program) will fully vest and become exercisable. With respect to Other Cash-Based Awards granted pursuant to the Company's annual incentive plan or program, such awards shall be paid upon the consummation of a Change in Control and calculated based on the actual performance of the applicable performance goals through the date of the Change in Control, as determined by the Administrator in its discretion, prorated based on the number of days of the annual performance period that have elapsed prior to and including the date of the Change in Control.

Capital Structure Changes

        If the Administrator determines that a share dividend, special dividend (including cash dividends), recapitalization, share split, reverse split, reorganization, merger, consolidation, spin-off, repurchase, share exchange, or other similar corporate transaction affects the shares such that an adjustment is appropriate in order to prevent the dilution of the rights of participants, the Administrator may make such equitable changes as it deems appropriate.

Amendment and Termination

        The Omnibus Plan may be amended, suspended or terminated by the board of directors or the Committee. However, any amendment or modification for which stockholder approval is required will not be effective until such stockholder approval has been obtained. Except as described above in "Capital Structure Changes," the Administrator will not modify any outstanding stock option or SAR in order to specify a lower exercise price or grant price (and will not cancel a stock option or SAR and substitute for it a stock option or SAR with a lower exercise price or grant price), without the approval of the Company's stockholders. In addition, except as described above in "Capital Structure Changes," the Administrator may not cancel an outstanding stock option or SAR whose exercise price or grant price is equal to or greater than the current fair market value of a share and substitute for it another award or cash payment without the prior approval of the Company's stockholders.

Effective Date and Term

        The Omnibus Plan originally became effective on December 10, 2009 and, if the amendment and restatement thereof is approved by our stockholders, will be effective as of June 10, 2014 and will terminate as to future awards on June 10, 2024.

Incentive Compensation Recoupment Policy

        The Omnibus Plan and all awards issued thereunder will be subject to any compensation recoupment policy adopted by the Company to comply with applicable laws, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act.

U.S. Federal Income Tax Considerations

        The following is a brief description of the federal income tax treatment that generally apply to Omnibus Plan awards. The description is based on current federal tax laws, rules and regulations, which are subject to change, and does not purport to be a complete description of the federal income tax aspects of the Omnibus Plan. A participant may also be subject to state and local taxes.

        Nonqualified Stock Options.    The grant of a nonqualified stock option will not result in taxable income to the participant. The participant will realize ordinary income at the time of exercise in an

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amount equal to the excess, if any, of the then fair market value of the stock acquired over the exercise price for those shares, and we will be entitled to a corresponding deduction. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains or losses, with the basis in such stock equal to the fair market value of the shares at the time of exercise.

        SARs.    The grant of a SAR will not result in taxable income to the participant at the time of the grant. The participant will realize ordinary income at the time of exercise in an amount equal to the amount of cash or the fair market value of the shares paid upon exercise, and we will be entitled to a corresponding deduction. Gains or losses realized by the participant upon disposition of any shares received will be treated as capital gains or losses, with the basis in such stock equal to the fair market value of the shares at the time of exercise.

        Restricted Stock.    A grant of restricted stock will not result in taxable income to the participant at the time of grant, and we will not be entitled to a corresponding deduction, assuming that the shares are subject to transferability restrictions and that certain restrictions on the shares constitute a "substantial risk of forfeiture" for federal income tax purposes. Upon vesting, the holder will realize ordinary income in an amount equal to the then fair market value of the vested shares, and we will be entitled to a corresponding deduction. Gains or losses realized by the participant upon subsequent disposition of such shares will be treated as capital gains or losses, with the basis in such shares equal to the fair market value of the shares at the time of vesting. Dividends paid to the holder of restricted stock during the restricted period also will be compensation income to the participant, and we will be entitled to a corresponding deduction when the dividends no longer are subject to a substantial risk of forfeiture or become transferable. A participant may elect pursuant to Section 83(b) of the Code to have income recognized at the date a restricted stock award is granted and to have the applicable capital gain holding period commence as of that date. In such a case, we will be entitled to a corresponding deduction on the date of grant.

        Other Share-Based Awards—Restricted Stock Units and Performance Units.    A grant of restricted stock units or performance units will not result in taxable income to the participant at the time of grant, and we will not be entitled to a corresponding deduction. Upon vesting and issuance of the underlying shares, the holder will realize ordinary income in an amount equal to the then fair market value of the issued shares, and we will be entitled to a corresponding deduction. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains or losses, with the basis in such shares equal to the fair market value of the shares at the time of vesting and issuance. Dividend equivalents paid to the holder of restricted stock units during the restricted period also will be compensation income to the participant, and we will be entitled to a corresponding deduction when the dividend equivalents are paid. No election pursuant to Section 83(b) of the Code may be made with respect to restricted stock units and performance units.

        Other Share-Based Awards.    With respect to grants of other share-based awards (other than restricted stock units or performance units), upon payment of cash or the vesting or issuance of the underlying shares, the participant will realize ordinary income in an amount equal to the cash received or the then fair market value of the issued shares, and we will be entitled to a corresponding deduction. Gains or losses realized by the participant upon subsequent disposition of such shares will be treated as capital gains or losses, with the basis in such shares equal to the fair market value of the shares at the time of vesting and issuance.

        Other Cash-Based Awards.    A participant will have taxable compensation equal to the amount of the cash award on the date the award is vested and paid to the participant. The Company will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes.

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        Tax Withholding.    As a condition to the delivery of any shares to the recipient of an award, we may require the recipient to make arrangements for meeting certain tax withholding requirements in connection with the award.

        Section 162(m).    In general, Section 162(m) denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per Covered Employee, subject to certain exceptions. The Omnibus Plan is designed to permit certain awards to be granted as performance compensation awards intended to qualify under the "performance-based compensation" exception to Section 162(m). The Committee generally will attempt to structure awards to preserve federal income tax deductions, but the Committee retains the discretion to approve awards that do not meet the "performance-based compensation" exception to Section 162(m).

        Code Section 409A.    The American Jobs Creation Act of 2004, enacted on October 22, 2004, revised the federal income tax law applicable to certain types of awards that may be granted under the Omnibus Plan. To the extent applicable, it is intended that the Omnibus Plan and any awards made under the Omnibus Plan either be exempt from, or, in the alternative, comply with the provisions of Code Section 409A, including the exceptions for stock rights and short-term deferrals. The Company intends to administer the Omnibus Plan and any awards made thereunder in a manner consistent with the requirements of Code Section 409A.

New Plan Benefits

        The Committee has established the 2014 Annual Incentive Program for the Company's executive officers as a cash-based award under the Omnibus Plan. No decisions have been made regarding the amount and type of other awards that are to be made under the Omnibus Plan to participants in the future. The following table sets forth certain information relating to the amount of the 2014 target bonus that would be payable under the cash-based award to the Company's named executive officers and executive officers and employees. No amounts have been included relating to other awards as the amounts of any such awards are not determinable at this time.

Name and Position		Target Dollar Value
James Hallett		$	900,000
CEO
Eric Loughmiller		$	331,901
CFO
Rebecca Polak		$	273,105
EVP, General Counsel and Secretary
Thomas O'Brien		$	522,037
CEO of IAA
Thomas Caruso		$	318,750
Chief Client Officer
Executive Officers as a Group		$	4,746,861
Non-Executive Directors as a Group			N/A
Non-Executive Officers as a Group		$	33,670,334

PROPOSAL

KAR AUCTION SERVICES' BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
THE AMENDMENT AND RESTATEMENT OF
THE KAR AUCTION SERVICES, INC. 2009 OMNIBUS STOCK AND INCENTIVE PLAN.

PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED "FOR"
PROPOSAL NO. 3 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

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Equity Compensation Plan Information

        The following table sets forth the aggregate information of our equity compensation plans in effect as of December 31, 2013.

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)			Weighted- average exercise price of outstanding options, warrants and rights(2)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)(3)
Equity compensation plans approved by security holder(s)			7,741,999		$	12.70			3,703,415
Equity compensation plans not approved by security holders			—			—			—
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Total			7,741,999		$	12.70			3,703,415

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(1)

Includes (a) service options, exit options and PRSUs issued under the Omnibus Plan; (b) service and exit options issued under the KAR Auction Services, Inc. Stock Incentive Plan; and (c) service and exit options carried over from the Axle Holdings, Inc. Stock Incentive Plan at the time of the merger on April 20, 2007. In December 2013, we granted a target amount of 223,120 PRSUs which vest in three years if and to the extent that the Company's total stockholder return relative to that of companies within the S&P 500 Index exceeds certain levels. As such, the target amount of 223,120 PRSUs has been included the table above.

(2)

Awards issued post-merger by the Company have exercise prices ranging from $10.00 to $27.59. Axle Holdings, Inc. options that were carried over at the merger date have exercise prices ranging from $6.41 to $8.52. The weighted-average price in the table above only reflects the weighted-average exercise price of outstanding options. The weighted-average exercise price does not include the PRSUs.

(3)

The number of securities available for future issuance includes (a) 2,935,862 shares of common stock that may be issued under the Omnibus Plan; and (b) 767,553 shares of common stock that may be issued under the KAR Auction Services, Inc. Employee Stock Purchase Plan.

Updated Equity Compensation Plan Information as of February 28, 2014

        As of February 28, 2014, there were 2,082,560 shares remaining available for future issuance under the Omnibus Plan and 8,061,653 shares subject to outstanding awards. Of the 8,061,653 shares subject to outstanding awards, 323,466 were full value awards and 7,738,187 were related to options, with a weighted average exercise price of $14.39 and a weighted average remaining term of 5.6 years.

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RATIFICATION OF INDEPENDENT AUDITORS

PROPOSAL NO. 4

Proposal

The Audit Committee has appointed KPMG to serve as KAR Auction Services' independent registered public accounting firm for its fiscal year ending December 31, 2014.2015. The Audit Committee and the Board of Directors seek to have the stockholders ratify the Audit Committee's appointment of KPMG, which has served as KAR Auction Services' independent registered public accounting firm since 2006. Although KAR Auction Services is not required to seek stockholder approval of this appointment, the Board of Directors believes it to be sound corporate governance to do so. If the appointment of KPMG is not ratified by the stockholders, the Audit Committee may appoint another independent registered public accounting firm or may decide to maintain its appointment of KPMG. Ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of the majority of shares present in person or represented by proxy at the annual meeting and entitled to vote.

Representatives of KPMG will be present at the annual meeting and will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions.

KAR AUCTION SERVICES' BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
"FOR" THE RATIFICATION OF THE APPOINTMENT OF KPMG AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED "FOR"
PROPOSAL NO. 4 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

Report of the Audit Committee

   

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee reviews the Company's financial reporting process on behalf of the Board of Directors. The Audit Committee consists of directors who have been determined by the Board of Directors to be independent of the Company as prescribed by the NYSE and other regulators. The Company's management has the primary responsibility for the financial statements and for the reporting process, including the establishment and maintenance of the system of internal control over financial reporting. The Company's independent registered public accounting firm is responsible for auditing the consolidated financial statements prepared by management, expressing an opinion on the conformity of those consolidated audited financial statements with generally accepted accounting principles, and auditing the Company's internal control over financial reporting and expressing an opinion thereon. In this context, the Audit Committee has met and held discussions with management and KPMG, the Company's independent registered public accounting firm, regarding the fair and complete presentation of the Company's consolidated financial statements and the assessment of the Company's internal control over financial reporting.

The Audit Committee has discussed with KPMG matters required to be discussed by the Statement on Auditing StandardsStandard No. 61,16, as amended (AICPA,Professional Standards, Vol. 1, AU section 380), as adoptedissued by the Public Company Accounting Oversight Board (the "PCAOB") in Rule 3200T,, and has reviewed and discussed KPMG's independence from the Company and its management. As part of that review, the Audit Committee has received the written disclosures and the letter required by applicable requirements of the PCAOB regarding KPMG's communications with the Audit Committee concerning independence, and the Audit Committee has discussed KPMG's independence from the Company. The Audit Committee also has considered whether KPMG's provision of non-audit services to the Company is compatible with the auditor's independence. The Audit Committee has concluded that KPMG is independent from the Company and its management.

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The Audit Committee meets with the Chief Financial Officer, the Vice President of Internal Audit and representatives of KPMG, in regular and executive sessions, to discuss the consolidated audited financial statements, the evaluations of the Company's internal controls and the overall quality of the Company's financial reporting and compliance programs.

In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and the Board of Directors has approved, that the consolidated audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013,2014, for filing with the SEC.

The Audit Committee

Robert M. Finlayson (Chairman)
Peter R. Formanek
Michael T. Kestner(Chairman)
JonathanJ. Mark Howell
Lynn Jolliffe
John P. WardLarson
Stephen E. Smith

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Fees Paid to KPMG

FEES PAID TO KPMG LLP

The following table sets forth the aggregate fees charged to KAR Auction Services by KPMG for audit services rendered in connection with the audit of our consolidated financial statements and reports for 20132014 and 20122013 and for other services rendered during 20132014 and 20122013 to KAR Auction Services and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services:

Fee Category		2013			2012				2014			2013
Audit Fees(1)		$	2,160,000		$	2,089,500			$	2,148,000		$	2,160,000
Audit-Related Fees(2)			237,000			100,500				32,500			237,000
Tax Fees(3)			—			37,222			​	96,035		​	—
All Other Fees(4)			51,014			—				70,471			51,014
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Total Fees		$	2,448,014		$	2,227,222			$	2,347,006		$	2,448,014
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(1)

Audit Fees:    Consists of fees for professional services rendered for the audit of our consolidated financial statements, review of the interim condensed consolidated financial statements included in the Company's quarterly reports, the audit of our internal control over financial reporting and services that are normally provided by independent auditorsregistered public accounting firms in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation.

(2)

Audit-Related Fees:    Consists principally of professional services rendered with respect to our registration statements filed on Form S-3 and Form S-8 and our secondary equity offerings. Also includes professional services rendered in connection with the audit of our 401(k) benefit plan and certain procedures in connection with due diligence.plan.

(3)

Tax Fees:    Consists of fees for various tax planning projects.

(4)

All Other Fees:    Consists principally of fees for professional services rendered with respect to a SOC 1 readiness assessmentassessments and forreporting. Also includes a license to use KPMG's accounting research software.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KAR Auction Services' independent auditorregistered public accounting firm fee pre-approval policy provides for an annual process through which the Audit Committee evaluates the nature and scope of the audit prior to the commencement of the audit. The Audit Committee also evaluates audit-related, tax and other services

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that are proposed, along with the anticipated cost of such services. The Audit Committee reviews schedules of specific services to be provided. If other services are provided outside of this annual process, under the policy they may be (i) pre-approved by the Audit Committee at a regularly scheduled meeting; or (ii) by the Chairman of the Audit Committee, acting between meetings and reporting back to the Audit Committee at the next scheduled meeting. All audit, audit-related, tax services and all other fees described above were approved by the Audit Committee before such services were rendered.

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EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

Overview

OVERVIEW

The following discussion and analysis of our compensation program for named executive officers should be read in conjunction with the tables and text elsewhere in this proxy statement that describe the compensation awarded to, earned by, and paid to the named executive officers.

Named Executive Officers.Officers

Our named executive officers for the last completed fiscal year were (i) our principalchief executive officer, or PEO;officer; (ii) our principalchief financial officer, or PFO;officer; and (iii) each of the three other most highly compensated executive officers (other than the PEO and the PFO) who were serving as executive officers at the end of the last completed fiscal year. The following persons were ourOur named executive officers for the period covered by this compensation discussion and analysis:are:

•

JamesJim Hallett, Chief Executive Officer (PEO)and Chairman of the Board of KAR Auction Services;



•

Eric Loughmiller, Executive Vice President and Chief Financial Officer (PFO) of KAR Auction Services;



Stéphane St-Hilaire

•

Rebecca, Chief Executive Officer and President of ADESA;

Becca Polak, Executive Vice President, General Counsel and Secretary of KAR Auction Services; and





•

Thomas O'BrienDon Gottwald, Chief Executive Officer of IAA; and



•

Thomas Caruso, Chief ClientOperating Officer of KAR Auction ServicesServices.

This CD&A is organized into the following six sections:

Executive Summary (page 40)

Compensation Philosophy and former ChiefObjectives (page 42)

The Role of the Compensation Committee and the Executive OfficerOfficers in Determining Executive Compensation (page 43)

Elements Used to Achieve Compensation Philosophy and PresidentObjectives (page 44)

Compensation-Related Policies and Other Information (page 56)

Results of ADESA.Say on Pay Votes at 2014 Annual Meeting (page 58)

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Executive Summary

        Despite

EXECUTIVE SUMMARY

For the impact of Superstorm Sandy on our salvage auction business,year ended December 31, 2014, KAR delivered solid growth in volume of total vehicles sold, revenues and Adjusted EBITDA. Specific highlights for fiscal 2014 included:

Total vehicles sold for our ADESA, Inc. ("ADESA") and Insurance Auto Auctions, Inc. ("IAA") business segments rose approximately 7% to 3.9 million units.

Net revenue was up 9% to approximately $2.4 billion.

Adjusted EBITDA* rose over 11% to approximately $599 million.

*Adjusted EBITDA is a non-GAAP measure and is defined and reconciled to the most comparable GAAP measure, net income (loss), in our Annual Report on Form 10-K for the year ended December 31, 20132014 in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—EBITDA and Adjusted EBITDA."

        Specific highlights for fiscal 2013 included:

•

Total vehicles sold for our ADESA and IAA business segments rose approximately 12%Net income increased 150% from $67.7 million ($0.48 per diluted share) to 3.7$169.3 million units.($1.19 per diluted share).





•

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​KAR AUCTION SERVICES 2015 PROXY STATEMENT40

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Net revenue was up 11% to more than $2.1 billion.Table of Contents

•

Adjusted EBITDA rose 8% to $538.2 million.

•

We reduced our leverage, as measured by Net Debt / Adjusted EBITDA, to 3.07X.

•

We increased our annual dividend from $0.76 to $1.00$0.27 per share.share and announced a two-year, $300 million share repurchase program.

•

SharesThe closing stock price of KAR stock rose 46%over 17% from $29.55 at December 31, 2013 to $29.55.

        During$34.65 at December 31, 2014. The closing price shown below for each year is the past fiveclosing price of a share of KAR Auction Services' common stock on December 31.

We maintain a compensation program structured to achieve a close connection between executive pay and company performance. We believe that this strong pay-for-performance orientation has served us well in recent years, andparticularly as we movewe've moved forward following the sale by our former equity sponsors of all of their holdings of our common stock in 2013, we have maintained a compensation program structured to achieve a close connection between executive pay and company performance.late 2013.

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•ü

Pay for Performance Alignment:performance alignment:  During the past 5 fiscal years, including in 2013,Historically, we have demonstrated close alignment between our total stockholder return (TSR) performance and the compensation of our Chief Executive Officers,Officer, as shown in the chart below.

5-Year 5-year Pay Alignment Chart