April 24, 201923, 2021

Dear Fellow Stockholder:

Thank you for your continued investment in and support of KAR Auction Services, Inc. d/b/a KAR Global ("KAR"KAR Global" or the "Company"). You are cordially invited to attend KAR's 2019KAR Global's 2021 annual meeting of stockholders, which will be hosted virtually. A virtual meeting provides expanded access, improved communication and cost savings for our stockholders and the Company. You will be able to attend the 20192021 annual meeting online, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/KAR2019.KAR2021.

As a KAR Global stockholder, your vote is important. The matters to be acted upon are described in the notice of annual meeting of stockholders and the proxy statement. Even if you are planning to attend the virtual meeting, you are strongly encouraged to vote your shares in advance through one of the methods described in the proxy statement.

I am pleasedThe COVID-19 pandemic significantly challenged many economies and industries around the globe in 2020. Despite the unexpected headwinds, KAR Global quickly pivoted our operations and rapidly accelerated our digital transformation in order to report that KAR had a very successful 2018.keep both our Company and our customers moving forward. We grew revenue, adjusted EBITDA and gross profit andare proud to have sold approximately 6.03.1 million vehicles. As an established market leader with an experienced management team,vehicles and generated strong cash flow from operations of $384.4 million while extending our leadership position in digital used vehicle marketplaces. Notably, we believe we are well-positioned for continued growth with solid operating performance and disciplined capital investments.

We have a comprehensive capital allocation plan for increasing stockholder value. We are focused on return of capital to our stockholders and accretive investments in the business, includinglaunched Simulcast+ (ADESA's industry-first, fully-automated, auctioneerless platform powering used vehicle sales from any location); completed the acquisition of auctionsBacklotCars, a leading, fast-growing dealer-to-dealer marketplace in the U.S.; and complementary capabilities in North America and internationally, expandingtransitioned our data analytic capabilities, and enhancing our technology platform. We are proud that through share buybacks and dividends, in 2018 we returned approximately $338 millionused vehicle marketplaces to stockholders and invested approximately $243 million in our business through capital expenditures and strategic acquisitions.100% digital.

Thank you again for your continued support of KAR Global, our Board of Directors, our employees and our future.

Sincerely,

James P. Hallett

Chairman of the Board and
Chief Executive Officer

James P. Hallett		Peter Kelly
Executive Chairman and Chairman of the Board		Chief Executive Officer

This proxy statement is dated April 24, 201923, 2021 and is first being distributed to stockholders on or about April 24, 2019.23, 2021.

13085 Hamilton Crossing Boulevard11299 North Illinois Street
Carmel, Indiana 46032

		On Behalf of the Board of Directors,
April 24, 201923, 2021 Carmel, Indiana		Rebecca C. PolakCharles S. Coleman EVP, Chief Legal Officer and Secretary

Notice of Internet Availability of Proxy Materials for the Annual Meeting

The proxy statement for the 20192021 annual meeting and the annual report to stockholders for the fiscal year ended December 31, 2018,2020, 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 report to stockholders on the Internet, visit our website,www.karauctionservices.comwww.karglobal.com, and click on "Investors" and then the "Financials" tab under "Investor Relations"tab. The information on our homepage.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.

Forward-Looking Statements:This proxy statement contains information that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and which are subject to certain risks, trends and uncertainties. In particular, statements made that are not historical facts may be forward-looking statements. Words such as "should," "may," "will," "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," and similar expressions identify forward-looking statements. Such statements are based on management's current expectations, are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include those uncertainties regarding the impact of the COVID-19 pandemic on our business and the economy generally, and those other matters disclosed in the Company's SEC filings. The Company does not undertake any obligation to update any forward-looking statements.

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 2020 performance of KAR Auction Services, Inc.'s (the "Company," "KAR""KAR," "KAR Auction Services" or "KAR Auction Services"Global") 2018 performance,, please review the Company's Annual Report on Form 10-K for the year ended December 31, 2018.2020.

For the year ended December 31, 2018, the Company again delivered solid growth in volume of total vehicles sold, revenues, adjusted EBITDA and gross profit. Specific highlights for fiscal 2018 included:

For the year ended December 31, 2020, the Company accelerated its digital transformation to sustain operations in the face of significant and unexpected headwinds from the global COVID-19 pandemic. Specific highlights for fiscal 2020 included:
	​		Net revenue was up 9% to approximately $3.8 billion.​		​
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	​		​	Transitioned operating model to a fully digital marketplace • 100% of vehicles sold via digital channels since April 2020 • Launched industry-leading Simulcast+ platform • Significantly reduced cost structure to align with digital model • Registered thousands of new buyers and sellers to our digital platforms	​
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		+ 7%​		​		​
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	​	Enhanced digital offerings with the acquisition of BacklotCars a Total vehicles sold by ADESA, Inc. ("ADESA") and Insurance Auto Auctions, Inc. ("IAA") rose approximately 7% to 6.0 million units.leading, fast-growing dealer-to-dealer platform in the U.S.	​		​
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	​		​	Generated strong cash flow from operations of $384.4 million	​
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		​		Gross profit increased approximately 11% to $1.6 billion.​		​
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		Through share buybacks and dividends, in 2018 we returned approximately$338 million to stockholders and invested approximately$243 million in our business through capital expenditures and strategic acquisitions.
​	​	​ Ended year with strong cash position of $752.1 million	​	​	​
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		Achieved net income of $328.0 million.
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				Adjusted EBITDA* rose 7% to $893.9 million. *  Adjusted EBITDA is a non-GAAP measure and is defined and reconciled to the most comparable GAAP measure, net income, in our Annual Report on Form 10-K for the year ended December 31, 2018 in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—EBITDA and Adjusted EBITDA."

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,www.karauctionservices.comwww.karglobal.com, which can be accessed by clicking on "Governance" under"Investors" and then the "Investor Relations""Governance" tab.

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. For more information regarding our named executive officer compensation, see "Compensation Discussion and Analysis" and the compensation tables that follow such section.

Executive Compensation Best Practices

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Nominees for Election as Directors to Be Elected by Holders of Series A Preferred Stock

	Roy Mackenzie
			Independent Director since June 2020 Age: 49 Current Board Committees: Compensation Committee
	Career Highlights
	• Partner at Apax Partners,  LP ("Apax"), a private equity advisory firm, since January 2003, and also serves on the Investment Committees for the Apax Buyout Funds and Apax Global Alpha.
	• Director of Trade Me Ltd, Vyaire Medical, Inc., and Duck Creek Technologies, Inc., each in connection with investments by funds advised by Apax.
	• Previously served as a director of several companies in connection with investments by funds advised by Apax, including Sophos Group plc, King Digital Entertainment plc, Exact Software NV, Epicor Software, Inc., and NXP Semiconductors NV.
	Other Public and Registered Investment Company Directorships in Last Five Years: Director of Duck Creek Technologies, Inc. since April 2016. Partner at Apax since 2003. Director of Sophos Group PLC from May 2015 to March 2020.
	Skills and Qualifications
	✓ Extensive experience working closely with management teams to build successful technology companies.
	✓ Substantial experience in evaluating companies' strategies, operations and financial performance, which provides important perspectives and insights.
	✓ Deep technology expertise.
	✓ Current and prior public board service brings valuable skills and perspectives to our Board.
	Mr. Mackenzie is a director who was designated by the Apax Investor under the terms of the Apax Investment Agreement. Only the holders of Series A Preferred Stock may vote on the election of Mr. Mackenzie as a director at the 2021 annual meeting.

Donna R. Ecton

✓		The Board of Directors recommends a vote FOR the election of the foregoing nominee to the Board of Directors.
		Proxies solicited by the Board of Directors will be voted "FOR" the election of the director nominee named in this proxy statement and on the proxy card unless stockholders specify a contrary vote.

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Nominees for Election as Directors to Be Elected by Holders of Common Stock and Series A Preferred Stock, Voting Together as a Single Class

Carmel Galvin
		Independent Director since December 2013February 2020 Age: 7252 Current Board Committees: Compensation Committee (Chair) and AuditNominating and Corporate Governance Committee

James P. Hallett

James P. Hallett
		Director since April 2007 Age:66 68 Executive Chairman and Chairman of the Board and Chief Executive Officer

Career Highlights
• Chairman and Chief ExecutivePeople Officer of EEIat Stripe, Inc., a management consulting firm she founded in July 1998 to provide private equity firms with due diligencepayment software services and market and operational assessments of companies being considered for acquisition, as well as turnaround management of troubled portfolio companies.solutions company, since January 2021.
• Director (1994Chief Human Resources Officer ("CHRO") and Senior Vice President, People and Places, at Autodesk, Inc., a multinational software corporation, from March 2018 to 1998) and Chief Operating Officer (1996 to 1998) of PetsMart, Inc.January 2021.
• Chief Executive Officer ofCHRO and Senior Vice President at Glassdoor, Inc., a number of companies, including Business Mail Express, Inc. (1995job listing platform, from April 2016 to 1996) and Van Houten North America Inc./Andes Candies Inc. (1991 to 1994).February 2018.
• Held senior corporateCHRO and Senior Vice President at Advent Software, Inc., an investment management positions at Nutri/System, Inc., Campbell Soup Company and Nordemann Grimm, Inc.software company, from October 2014 to April 2016.
• 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.Vice President of Talent & Culture Development for Deloitte New-venture Accelerator (DNA), from May 2013 to October 2014.
• 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 GroupProvided human resources consulting services from January 2011 to April 2013 at Front Arch, Inc. and Vencor, Inc.from September 2009 to December 2011 at Corporate Leadership Council (CLC), Corporate Executive Board.
• ElectedManaging Director, Global Head of Human Resources at Moody's Analytics (formerly Moody's KMV) from November 2004 to March 2008 and served on the Harvard University's BoardVice President, Global Head of Overseers.Human Resources at Barra, Inc. from September 1995 to June 2002.
• Member of the Council on Foreign Relations in New York City.
• Graduate of WellesleyTrinity College Dublin (BA) and the Harvard Graduate School of Business Administration (MBA)University College Dublin (MBS).
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. (2011 to 2014).
Skills and Qualifications
✓ More than 4025 years of operationaltalent and managementculture leadership experience including as a CEO, with established companies allows Ms. Ecton to provide to our Board insight into operations, marketing, finance, human resourcesglobal organizations in the technology and strategic planning.online sectors.
✓ ExperienceExtensive experience in running multiple location businesses not only in the U.S., but also in Canada, the U.K.helping transform global companies, including leading diversity and Australia.inclusion, employee engagement and culture management efforts at companies with varied locations, languages and cultures.
✓ Significant strategyexperience with executive compensation programs and risk assessment experience developed in her roles as a management consultantpractices, including working directly with boards and as a senior executive of multiple companies.compensation committees on compensation, talent and succession planning initiatives.
✓ Substantial financial experience gained in her roles as CEO, COO and other senior executive positions.
✓ Current and prior service on the board of directors of public companies, including several committee chair roles, provides additional perspective to our Board.Provides diverse international perspective.

Career Highlights
• Executive Chairman of the Company since April 2021 and Chairman of the Company since December 2014 and2014. Chief Executive Officer sinceof the Company from September 2009.2009 to March 2021.
• Chief Executive Officer and President of ADESA from April 2007 to September 2009, a wholly owned subsidiary of the Company.
• 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 and 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 and the Ed Bobit Industry Icon award in 2018.
• Recognized as the EY Entrepreneur of the Year 2014 National Services Award Winner and one of Northwood University's 2015 Outstanding Business Leaders.
• Graduate of Algonquin College.
Skills and Qualifications
✓ Committed and deeply engaged leader with over 20 years of experience in key leadership roles throughout the Company and over 40 years of experience in the industry.
✓ As the former Chief Executive Officer and now Executive Chairman, 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.
✓ Utilizes strong communication skills to guide Board discussions and keep our Board apprised of significant developments in our business and industry; including our risk management practices, strategic planning and development.

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Mark E. Hill

Mark E. Hill
		Independent Director since June 2014 Age: 6365 Current Board Committees: Nominating and Corporate Governance Committee (Chair) and Risk Committee

J. Mark Howell

J. Mark Howell
		Independent Director since December 2014 Age: 5456 Current Board Committees: Risk Committee (Chair) and Audit Committee

Career Highlights
• Managing Partner of Collina Ventures, LLC, a private investment company that invests in software and technology companies, since 2006; and Chairman and Chief Executive Officer of Lumavate LLC, a company that provides a platform for building cloud-based mobile applications, since November 2017.
• Co-founder and Chairman of Bluelock, LLC, a privately held infrastructure-as-a-service company, from 2006 to March 2018.
• Co-Founder, President and Chief Executive Officer of Baker Hill Corporation, a banking industry software and services business, from 1985 to 2006. Baker Hill Corporation was acquired by Experian PLC, a global information solutions company, in 2005.
• Graduate of the University of Notre Dame (BBA) and Indiana University (MBA).
Other Public Company Directorships in Last Five Years: Lead Independent Director of Interactive Intelligence Group, Inc., a global software business, from 20052004 to 2016.
Skills and Qualifications
✓ Significant executive leadership and management experience leading and owning a software and technology-based business provides our Board with expertise in technology, innovation, and strategic investments.
✓ Extensive experience as an investor and mentor to numerous early stage software and technology companies provides entrepreneurial perspective to the Board.
✓ Key leadership experience in numerous central Indiana business and community service organizations, including TechPoint, the Central Indiana Community Foundation, the Orr Fellowship and the local Teach For America board.
✓ Public company board experience, including serving as a lead independent director.

Career Highlights
• President and Chief Executive Officer of Conexus Indiana, Indiana's advanced manufacturing and logistics initiative sponsored by Central Indiana Corporate Partnership, Inc., since January 2018.
• Chief Operating Officer of Angie's List, Inc., a publicly-traded, United States-based, leadingnational local services consumer web services business connecting more than three million consumers to highly-rated localreview service providers via its onlineand marketplace, from March 2013 to September 2017. Angie's List, Inc. was acquired in 2017 and merged into ANGI Homeservices Inc.
• President, Ingram Micro 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 from August 1992 to July 1994, now a wholly owned subsidiary of the Company.
• Audit Staff and Senior Staff at Ernst & Young LLP.
• Graduate of the University of Notre Dame (BBA in Accounting).
Skills and Qualifications
✓ 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.online (with 100% currently sold online).
✓ Significant executive leadership experience in the public company sector.
✓ Provides unique, in-depth knowledge of ADESA and its industry as a former employee of ADESA.
✓ Substantial financial experience.
✓ Certified Public Accountant with experience in public accounting and public companies.

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Stefan Jacoby

Stefan Jacoby		Independent Director Nominee Age: 61

Lynn Jolliffe

		Independent Director sinceSince June 20142019 Age: 6763 Current Board Committees: Compensation Committee and Nominating and Corporate Governance Committee

Peter Kelly
		Director since April 2021 Age: 52 Chief Executive Officer

Career Highlights
• Consultant in the automotive industry since January 2018.
• Executive Vice President of General Motors Company, a multinational company that designs, manufactures and markets vehicles worldwide, and President of GM International Operations, from August 2013 to January 2018.
• Chief Executive Officer and President of Volvo Car Corporation, a multinational vehicle manufacturer and marketer, from August 2010 to October 2012.
• Served in several capacities at Volkswagen AG, a multinational automotive manufacturing company, between 2004 and 2010, most recently serving as Chief Executive Officer and President of Volkswagen Group of America from 2007 to 2010 and as Executive Vice President of Group Marketing and Sales at Volkswagen AG from 2004 to 2007.
• Chief Executive Officer and President of Mitsubishi Motors Europe, the European headquarters of automotive manufacturer Mitsubishi Motors, from 2001 to 2004.
• Served in a variety of finance and leadership roles at Volkswagen AG from 1985 to 2001.
• Graduate of the University of Cologne, Germany.
Skills and Qualifications
✓ More than 30 years of broad international experience in the automotive industry, including senior management positions with global automakers in Germany, Japan, the Netherlands, Sweden, Singapore and the United States.
✓ Deep insights and understanding of the macro trends and technologies rapidly transforming the automotive industry, including mobility as a service and autonomous vehicles.
✓ Extensive knowledge of customer experience and retail structures. Expansive experience in finance, sales and marketing has given him a deep understanding of the impact of both areas on profitability and successful market growth.
✓ Strong leadership skills in managing and motivating people for establishing momentum for growth and change, building high performance teams in transformative periods and recruiting and retaining senior management.

Career Highlights
• Chief Executive Officer of Jolliffe Solutions, providing consulting in human capital and talent managementthe Company since June 2015.April 2021.
• Executive Vice President Global Human Resources of Ingram Micro Inc., a technology distribution company,the Company from June 2007January 2019 to June 2015.March 2021.
–• Vice President Human Resources forof Digital Services of the North America regionCompany from October 2006December 2014 to May 2007.January 2019 and Chief Technology Officer of the Company from June 2013 to January 2019.
–• Served as Regional Vice President Human Resources and Services for Ingram Micro European Coordination CenterChief Executive Officer of OPENLANE, a subsidiary of the Company, from August 1999February 2011 to October 2006.June 2013.
• Served in various capacities, including Vice President and Chief Financial Officer with responsibility for human resources, at two Canadian retailers, including Holt Renfrew,of OPENLANE from 1985February 2010 to 1999.February 2011.
• Began careerCo-founded OPENLANE in 1999, and served in a number of executive roles at Bell Canada and then movedOPENLANE from 1999 to Bank of Montreal.2010.
• GraduatedPrior to his work with OPENLANE, managed engineering, construction and procurement projects for Taylor Woodrow, a U.K.-based construction and development firm, from Queens1989 to 1997.
• Graduate of the University College Dublin (Engineering) and Stanford University of Toronto (MBA).
Skills and Qualifications
✓ Extensive functional and leadershipMore than 20 years of experience in finance, human resourcesthe Company's industry, with unique insights gained as a co-founder and general management.executive of a digital auction start-up and subsequently as a senior executive of the Company, leading our digital services and technology teams and offerings.
✓ As former President and now Chief Executive Officer, Mr. Kelly has a thorough and in-depth understanding of the Company's business and industry, including its employees, business units, customers and digital opportunities, which provides an additional perspective to the Board. Mr. Kelly's entrepreneurial mindset provides further unique perspective.
✓ Deep understanding ofinsights into the businesses and technologies rapidly transforming the Company's business drivers from the financial, operational and people perspective gained from experience in multiple industries across three continents.industry.
✓ Diversity in viewpointStrong leadership skills and international business experience as she has lived and worked in the U.S., Canada and abroad.
✓ Significant experience with executive compensation decisions, strategies and policies for the acquisition and development of employee talent.technology expertise.

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Michael T. Kestner

Michael T. Kestner
		Independent Director since December 2013 Lead Independent Director since July 2019 Age: 6567 Current Board Committees: Audit Committee (Chair) and Risk Committee

John P. Larson

Mary Ellen Smith
Lead		Independent Director since June 2014October 2019 Age: 5661 Current Board Committees: Compensation Committee and Risk Committee

Career Highlights
• Consultant in the building products and automotive industry since December 2015.
• Chief Financial Officer of Building Materials Holding Corporation, a building products company, from August 2013 to December 2015.
• Partner in FocusCFO,  LLC, a consulting firm providing part time CFO services, from April 2012 to August 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.
• Chief Financial Officer of Sinter Metals, Inc., a supplier of powder metal power precision components, from 1995 to 1998.
• Served in various capacities at Banc One Capital Partners, Wolfensohn Ventures LP and as a senior audit manager at KPMG LLP.
• Graduated from Southeast Missouri State University.
Skills and Qualifications
✓ Over 20 years as a CFO provides valuable experience and perspective as Chair of the Audit Committee.
✓ Brings experience as the former CFO of a large, United States based company which includes experience with complex capital structures and mergers and acquisitions.
✓ Extensive experience in financial analysis and financial statement preparation.
✓ Management experience in the automotive industry both domestically and internationally provides him with additional insight into financial and business matters that are important to the Company.
✓ Certified Public Accountant with experience in public accounting and public companies.

Career Highlights
• Chief Executive OfficerCorporate Vice President of Bestop, Inc.Worldwide Business Operations of Microsoft Corporation ("Microsoft"), a leading manufacturer of soft tops and accessories for Jeep vehicles,technology company, since August 2015.July 2013.
• Chief Executive OfficerVice President, Worldwide Operations of Escort Inc., an automotive electronics manufacturer,Microsoft from January 20082011 to January 2014July 2013, General Manager, Worldwide Commercial Operations of Microsoft from 2010 to 2011, and priorGeneral Manager and President of Microsoft Licensing, GP from 2006 to that as President and Chief Operating Officer from June 2007 to January 2008.2010.
• Served in a number of capacitiesseveral roles at General MotorsHewlett-Packard Company from 19861996 to 2007, most recently serving as General Manager overseeing operations for the Buick, Pontiac2006, including Vice President, Volume Direct and GMC DivisionsTeleweb, Americas Region, from January 20052004 to May 20072006, and as General Director of Finance (CFO) for U.S. Sales, Service and MarketingVice President, Worldwide Customer Operations from 20012002 to 2004.
• Led General Motors Company's used car remarketing activityGraduate of Bowling Green State University (BS) and Wright State University (MBA). Earned certificate of completion from 1999 to 2000.
• Graduated from Northern Illinois University and Purdue University (M.S., Management).the Stanford Executive Program at Stanford University.
Skills and Qualifications
✓ Extensive business, managementOver 30 years of broad and extensive operational and leadership experience as CEO in the automotive aftermarkettechnology industry with a deep focus on global operations strategy 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,execution, business transformation change management, global manufacturing, supply chain and logistics.
✓ Deep expertise in digital business transformation, change management in transforming business processes from physical to digital supply chain and operations delivering highly impactful business model and strategic opportunities.cost improvements.
✓ Extensive experienceknowledge in automotive remarketing, captive finance (GMAC), rental car program designleading through growth and automotive dealer activities, as well as anexpansion by building future operating performance models for new businesses in depth understanding of the overall automotive business, provide him a broad perspective on our industryemerging markets and key customers.more broadly, worldwide.
✓ Extensive knowledge and broad business skills supporting customer experience asenhancements, compliance enhancements, oversight, risk mitigation and management. Highly skilled in finance, sales and marketing support with a senior leader in corporate finance has provided him with key skills, including financial reporting, accountingdeep understanding of business model operations and control, business planning and analysis and risk management, that are valuable to the oversightdrivers of our business.profitability.

The Board oversees the Company's Executive Chairman, CEO and other members of senior management in the competent and ethical operation of the Company and assures that the long-term interests of the stockholders are being served. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Company's Corporate Governance Guidelines are available on our website,www.karauctionservices.comwww.karglobal.com, by clicking on "Governance" under"Investors" and then the "Investor Relations""Governance" tab. 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 Securities and Exchange Commission (the "SEC").

Neither the Company's Second Amended and Restated By-Laws nor theThe Company's Corporate Governance Guidelines requireprovide that the Board shall be free to choose its Chairman in any way it deems best for the Company separateat any given point in time. If the roles of Chairman ofis not an independent director, the Board and CEO, and the Board does not haveindependent directors are to annually appoint a policy on whether the same person should serve as both the CEO and Chairman of the Board, or if the roles must remain separate.Lead Independent Director. The Board 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 has chosen to combine the positions of CEOJames P. Hallett currently serves as Executive Chairman and Chairman of the Board, and to appoint awith Michael T. Kestner serving as the Lead Independent Director. Our Board believes that having the same personMr. Hallett serve inas the roles of Chairman of the Board and CEO is appropriate for the Company at this time, as it fosters clear accountability, effective decision making and alignment on corporate strategy. Given Mr. Hallett's unparalleled knowledge of the industry and the Company, the Board believes Mr. Hallett is in the best position to focus the independent directors' attention on critical business matters and to speak for and leadprovide leadership to both the Company and the Board. In addition, the Board believes that the appointment of a Lead Independent Director helps ensure that the Company benefits from effective oversight by its independent directors. Our Lead Independent Director presides over the executive sessions of the independent directors and serves as the principal liaison between the independent directors and the Company's CEO and Chairman of the Board. Our Lead Independent Director, Mr. Larson,Kestner, has served on the Board since 20142013 and has strong communication and leadership skills, as well as extensive knowledge about the Company's strategic objectives, the industry in which we operate, and the areas of strategic importance to the Company.

In connection with the appointment of a Lead Independent Director thesince July 2019. Mr. Kestner is a highly-engaged Lead Independent Director empowered with robust authority and responsibilities, as discussed below.

The Board has adopted a Lead Independent Director Charter, which sets forth a clear mandate with significant authority and responsibilities for the Lead Independent Director, including:

The independent directors of the Company meet in executive session at every regularly scheduled Board meeting. The Company's Corporate Governance Guidelines state that the Chairman of the Board (if an independent director) or the Lead Independent Director (if the Chairman of the Board is not an independent director) shall preside at such executive sessions, or in such director's absence, another independent director designated by the Chairman of the Board or the Lead Independent Director, as applicable. Currently, Mr. Kestner, our Lead Independent Director, presides at the executive sessions of our independent directors.

The Board held teneleven meetings during 2018.2020. All of the incumbent directors attended at least 75% of the meetings of the Board and Board committees on which they served during 2018.2020. As stated in our Corporate Governance Guidelines, each director is expected to attend all annual meetings of stockholders. All of our directors attended last year's annual meeting of stockholders.

In 2018,2020, the Board maintained four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Risk Committee. Each of our committees operates pursuant to a written charter. Copies of the committee charters are available on our website,www.karauctionservices.comwww.karglobal.com,, by clicking on "Investors" and then the "Governance" tab under "Investor Relations" on our homepage.tab. 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. The following table sets forth the current membership of each committee:

Name

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Audit Committee

Audit Committee

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Compensation Committee

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Nominating and Corporate Governance Committee

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Risk Committee

Risk Committee​

Todd F. Bourell*

Donna R. Ecton

(Chair)

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James P. Hallett**David DiDomenico(1)

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Mark E. HillCarmel Galvin

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James P. Hallett(2)

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Mark E. Hill

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J. Mark Howell

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Lynn JolliffeStefan Jacoby

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Peter Kelly(2)

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Michael T. Kestner(3)

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John P. Larson***​

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Roy Mackenzie

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Mary Ellen Smith

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Stephen E. Smith(1)

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A description of each Board committee is set forth below.

Audit Committee

Meetings Held in 2018:2020: Nine5

Primary Responsibilities: Our Audit Committee assists the Board 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 (i) 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; (ii) 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; (iii) reviews our financial risk and control procedures, compliance programs (including our Code of Business Conduct and Ethics) and significant tax, legal and regulatory matters; (iv) reviews and approves related person transactions; and (v) 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.

Independence: Each member of the Audit Committee is "financially literate" under the rules of the NYSE, and each of Messrs. Howell and Kestner and Ms. Ecton has been designated as an "audit committee financial expert" as that term is defined by the SEC. In addition, the Board has determined that each member of the Audit Committee meets the standards of "independence" established by the NYSE and is "independent" under the independence standards for audit committee members adopted by the SEC.

Our managementThe Nominating and Corporate Governance Committee oversees the annual evaluation process of the Board and each of its committees. The evaluation process includes a self-evaluation by the Board, a self-evaluation by each committee of the Board, and a peer evaluation by each director of each other Board member. The Lead Independent Director also conducts a personal interview with each Board member to gather in-depth perspectives and candid insight about Board, committee and individual director effectiveness and suggestions for improvement. Once the evaluation process is complete, the Nominating and Corporate Governance Committee reports to the full Board the results, including any recommendations, which are discussed by the full Board and each committee, as applicable, and changes in practices or procedures are considered and implemented as appropriate.

The Nominating and Corporate Governance Committee periodically reviews the format of the evaluation process to ensure that actionable feedback is solicited on the operation and effectiveness of the Board, the Board committees and each Board member. The Nominating and Corporate Governance Committee also utilizes the results of this self-evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees.

Management is responsible for the managementassessing and assessment ofmanaging risk at the Company, including communication ofcommunicating the most material risks to the Board and its committees. The Board has primary responsibility for risk oversight, with a focus on the most significant risks facing the Company. Oversight of the Company's risks is carried out by the Board as a whole and by each of its various committees.

The Board's leadership structure, through its committees, supports its role in risk oversight. In general, the committees oversee the following risks:

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Audit Committee: The Audit Committee maintains initial oversight over risks related to (i) the integrity of the Company's financial statements; (ii) internal control over financial reporting and disclosure controls and procedures (including the performance of the Company's internal audit function); (iii) the performance of the independent registered public accounting firm; and (iv) ethics and related issues arising from the Company's whistleblower hotline.



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Compensation Committee: The Compensation Committee maintains oversight over risks related to the Company's compensation programs and practices.



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Nominating and Corporate Governance Committee: The Nominating and Corporate Governance Committee monitors potential risks relating to the effectiveness of the Board, notably director succession, composition of the Board and the principal policies that guide the Company's governance.



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Risk Committee: The Risk Committee maintains oversight over the Company's enterprise-level risks, including with respect to cyber security and information technology systems and procedures as noted above. The Risk Committee provides oversight with respect to risk practices implemented by management, except for the oversight of risks that have been specifically delegated to another committee of the Board. Even when the oversight of a specific area of risk has been delegated to another committee, the Risk Committee may maintain oversight over such risks through the receipt of reports from the committee chairs to the Risk Committee. chairs.

The Board maintains oversight over such risks through the receipt of reports from the Chairman of the Risk Committee and from the other committeescommittee chairs at each regularly scheduled Board meeting.

As part of the risk management process, an annual risk assessment is conducted by management to identify and prioritize the most significant enterprise risks to the Company. This risk assessment is reviewed with the Risk Committee and helps guide the focus and selection of risks that are brought to the Risk Committee for review or covered by the full Board or its other committees. The reviews by the Risk Committee and other committee reviewscommittees occur principally through the receipt of reports from management and third parties on these applicable

areas of risk, and discussions with management and third parties regarding risk assessment and risk management.

At its regularly scheduled meetings, the Board 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 covenants and credit rating, if any. The president of each primary business unit provides information relating to strategic, operational and competitive risks. Finally, the Company's Chief Legal Officer provides a privileged report which provides information regarding the status of the Company's material litigation and related matters, if any, including environmental updates and the Company's continuing compliance with applicable laws and regulations. Further, the president of each primary business unit provides information relating to strategic, operational and competitive risks. At each regularly scheduled Board meeting, the Board also receives reports from the ChairmanChair of the Risk Committee as well as other committee chairs, which may include a discussion of risks initially overseen by the committees for discussion and input from the Board. As noted above, in addition to these regular reports, the Risk Committee receives reports on specific areas of risk, such as regulatory, cyclical or other risks, and reports to the Board on these matters.

The Board's leadership structure, through its committees, also supports its roleCOVID-19 Risk Oversight

Since the onset of the COVID-19 pandemic in risk oversight. In general,March 2020, the committees oversee the following risks:

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Audit Committee: The Audit Committee maintains initialBoard has exercised oversight over risks related to (i) the integrity of the Company's financial statements; (ii) internal controls over financial reportingresponse and disclosure controlsrisk management through periodic meetings, interim calls, and procedures (includingregular communications with management on business performance, employee health and safety, risk mitigation efforts, and strategic planning. Actions taken at the performancepeak of the Company's internal audit function); (iii) the performancecrisis included holding weekly Board calls with key members of the independent registered public accounting firm; and (iv) ethics and related issues arising from the Company's whistleblower hotline.



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Compensation Committee: The Compensation Committee maintains oversight over risks related to the Company's compensation programs and practices.



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Nominating and Corporate Governance Committee: The Nominating and Corporate Governance Committee monitors potential risks relating to the effectiveness of the Board, notably director succession, composition of the Board and the principal policies that guide the Company's governance.



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Risk Committee: The Risk Committee maintains oversight over the Company's enterprise-level risks generally and specifically with respect to cyber security and information technology systems and procedures as noted above.

The Board has adopted the following corporate governance documents:

We expect that any amendment to or waiver of the codes of ethics that apply to executive officers or directors will be disclosed on the Company's website. The foregoing documents are available on our website,www.karauctionservices.comwww.karglobal.com, by clicking on "Investors" and then the "Governance" tab under "Investor Relations" on our homepage and in print to any stockholder who requests them. Requests should be made to KAR Auction Services, Inc., Investor Relations, 13085 Hamilton Crossing Boulevard,11299 North Illinois Street, Carmel, Indiana 46032. 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.

During fiscal year 2018,2020, each of Messrs. BourellJacoby, Mackenzie and LarsonSmith and Mmes. EctonGalvin and JolliffeSmith served as members of the Compensation Committee. None of our executive officers serve, or in fiscal year 2018 has2020 served, 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 or our Compensation Committee. None of the individuals serving as members of the Compensation Committee during fiscal year 20182020 are now or were previously an officer or employee of the Company or its subsidiaries.

Any stockholder or other interested parties desiring to communicate with the Board, the Chairman of the Board, a committee of the Board or any of the independent directors individually or as a group regarding the Company may directly contact such directors by delivering such correspondence to the Company's Chief Legal Officer at KAR Auction Services, Inc., 13085 Hamilton Crossing Boulevard,11299 North Illinois Street, Carmel, Indiana 46032. Our Chief Legal Officer reviews all such correspondence and forwards to the applicable director(s) copies of all such applicable correspondence.

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