KAR Auction Services : 2022 Proxy Statement

KAR AUCTION SERVICES, INC.

Notice of Annual Meeting and Proxy Statement

Annual Meeting of Stockholders June 2, 2022

April 22, 2022

Dear Fellow Stockholder:

Thank you for your continued investment in and support of KAR Auction Services, Inc. d/b/a KAR Global ("KAR Global" or the "Company"). You are cordially invited to attend KAR Global's 2022 annual meeting of stockholders, which will be hosted virtually. You will be able to attend the 2022 annual meeting online, vote your shares electronically and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/ KAR2022.

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.

The semi-conductor shortage and continuing impacts of the COVID-19 pandemic significantly challenged the wholesale used vehicle marketplace. Despite the unexpected headwinds, KAR Global continued to advance our digital transformation. We are proud to have sold approximately 2.6 million vehicles and generated strong cash flow from operations of $413.2 million while extending our leadership position in digital used vehicle marketplaces in 2021. Notably, we completed our integration of BacklotCars and TradeRev in the U.S., expanded our digital dealer-to-dealer footprint with the acquisition of CARWAVE, grew dealer-consigned vehicles sold 37% and increased gross profit per vehicle sold 19% to $277.

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

Sincerely,

James P. Hallett

Peter Kelly

Executive Chairman and Chairman of the Board

Chief Executive Officer

This proxy statement is dated April 22, 2022 and is first being distributed to stockholders on or about April 22, 2022.

11299 North Illinois Street

Carmel, Indiana 46032

Date and Time: 9:00 a.m., Eastern Daylight Time, on June 2, 2022

Place:

Online atwww.virtualshareholdermeeting.com/KAR2022

Admission:

To attend the 2022 annual meeting, visitwww.virtualshareholdermeeting.com/KAR2022. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

Items of Business:The holders of shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock"), voting as a separate class, are being asked to vote on:

Proposal No. 1: To elect the director nominee designated by Ignition Parent LP ("Apax Investor") to the Board of Directors.

The holders of shares of common stock and shares of Series A Preferred Stock, voting together as a single class, are being asked to consider and vote on the following items:

Proposal No. 2: To elect each of the other nine director nominees to the Board of Directors. Proposal No. 3: To approve, on an advisory basis, executive compensation.

Proposal No. 4: To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2022.

To transact any other business as may properly come before the meeting or any adjournments or postponements thereof.

Record Date:

You are entitled to vote at the 2022 annual meeting and at any adjournments or postponements thereof if you were a stockholder of record at the close of business on April 8, 2022. A list of stockholders entitled to vote at the 2022 annual meeting will be available for examination during ordinary business hours for 10 days prior to the meeting at the address listed above, and the list will also be available online during the meeting.

Voting by Proxy:

Whether or not you plan to virtually attend the 2022 annual meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail so that your shares can be voted at the 2022 annual meeting in accordance with your instructions. For specific instructions on voting, please refer to the instructions on your enclosed proxy card.

On Behalf of the Board of Directors,April 22, 2022 Carmel, IndianaCharles S. Coleman

EVP, Chief Legal Officer and Secretary

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS