Openlane Inc

1. 1

   Election of the director nominee designated by the Apax Investor

   ManagementBoard: FOR

   Elect Roy Mackenzie, the director nominee designated by Ignition Parent LP (Apax Investor), to the Board; vote by holders of Series A Preferred Stock as a separate class.

   More detail

   Proposal 1 requests that holders of Series A Preferred Stock, voting as a separate class, elect Roy Mackenzie, the Apax Investor’s designee, to the Board for a one-year term. Management is advancing the Apax Investor’s right under the Apax Investment Agreement to designate one director so long as certain ownership thresholds are satisfied; this is a standard investor-nominated director election tied to the investor’s preferred stock rights. The Board recommends a vote FOR, noting Mr. Mackenzie’s Apax background, technology and investment experience, and the governance arrangements that created the designation. A vote FOR affirms the contractual governance allocation to the Apax Investor; a vote AGAINST would not change the underlying contractual right but would signal stockholder disapproval of the designee. The proposal is routine insofar as it implements the investment agreement and is not contested by management; the Board’s recommendation reflects the company’s obligation and the view that Mr. Mackenzie brings relevant experience. The election requires a majority of votes cast by holders of Series A Preferred Stock to approve.

2. 2

   Election of the other eight director nominees

   ManagementBoard: FOR

   Elect Randolph Altschuler, Carmel Galvin, J. Mark Howell, Stefan Jacoby, Peter Kelly, Michael T. Kestner, Mary Ellen Smith, and Kelly Tuminelli as directors to the Board, voted by holders of common stock and Series A Preferred Stock together as a single class.

3. 3

   Advisory vote to approve executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation paid to the company’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 3 is a routine non-binding advisory 'say-on-pay' vote asking stockholders to approve the company’s executive compensation disclosure and program. Management frames its program as pay-for-performance with significant variable at-risk compensation tied to Adjusted EBITDA and Relative TSR, governance safeguards like clawbacks, double-trigger vesting on change in control, stock ownership guidelines, and independent committee oversight. The Compensation Committee will consider the outcome but the vote is advisory and not binding. The Board recommends voting FOR given strong prior-year support (~99% in 2025) and the alignment features and demonstrated payouts tied to company performance.

4. 4

   Ratification of independent registered public accounting firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

Upcoming shareholder meetings at Openlane Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Openlane Inc 2026 annual meeting?

Openlane Inc (OPLN) holds its 2026 annual shareholder meeting on Friday, June 5, 2026.

What is the record date for the Openlane Inc 2026 meeting?

The record date for the Openlane Inc 2026 meeting is Tuesday, April 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Openlane Inc's 2026 meeting?

The board is presenting 9 director nominees at the Openlane Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Openlane Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Openlane Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.