IAA, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-03-21: Form 8-K; Period of report 2023-03-20; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2023-03-14: Form 8-K; Period of report 2023-03-14; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2023-03-06: Form 8-K; Period of report 2023-03-06; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2023-02-22: Form 8-K; Period of report 2023-02-21; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-03-21 | 8-K | 2023-03-20 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the consummation of the transactions contemplated by the Merger Agreement on March 20, 2023, IAA terminated the Credit Agreement, dated as of April 30, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IAA, as borrower, the other loan parties thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and issuing bank. 2.01 On March 20, 2023, RBA completed its acquisition of IAA pursuant to the Merger Agreement, the terms of which are described in Item 1.01 of each of the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by IAA on November 7, 2022 and the Current Report on Form 8-K filed with the SEC by IAA on January 23, 2023, each of which Items is incorporated by reference herein. 3.01 In connection with the consummation of the Mergers, IAA requested that the New York Stock Exchange suspend trading of the IAA Common Stock at the close of market trading on March 20, 2023 and file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister IAA Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in the Explanatory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference. 5.01 As a result of the consummation of the Mergers, a change in control of IAA occurred. 5.02 On March 20, 2023, pursuant to the Merger Agreement and as result of the consummation of the Mergers, each of the directors of IAA (John P. Larson, John W. Kett, Brian Bales, William Breslin, Sue Gove, Lynn Jolliffe, Peter Kamin, Olaf Kastner and Michael Sieger) resigned from the board of directors of IAA and all committees thereof. | tm2310114d1_8k.htm |
| 2023-03-14 | 8-K | 2023-03-14 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On March 14, 2023, IAA, Inc. (“IAA”) held a virtual special meeting of its stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger and Reorganization, dated as of January 22, 2023 (as so amended, the “Merger Agreement”), by and among IAA, Ritchie Bros. 8.01 The information set forth in Item 5.07 is incorporated by reference herein. | tm239568d1_8k.htm |
| 2023-03-06 | 8-K | 2023-03-06 | 7.01 Regulation FD Disclosure | 7.01 On March 6, 2023, IAA, Inc. (“IAA”) issued a press release announcing that proxy advisory firms Glass, Lewis & Co. and Institutional Shareholder Services recommend that IAA stockholders vote to adopt the merger agreement and thereby approve the previously announced acquisition of IAA by Ritchie Bros. | tm238654d1_8k.htm |
| 2023-02-22 | 8-K | 2023-02-21 | 2.02 Results of Operations and Financial Condition | 2.02 On February 21, 2023, IAA, Inc. issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year ended January 1, 2023. | tm237483d1_8k.htm |
| 2023-02-17 | 8-K | 2023-02-17 | 8.01 Other Events | 8.01 As previously disclosed, IAA, Inc. (the “Company” or “IAA”) entered into an Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022 (as amended or otherwise modified prior to January 22, 2023, the “Original Merger Agreement”) as amended by that certain Amendment to the Agreement and Plan of Merger and Reorganization, dated as of January 22, 2023 (such amendment, the “Merger Agreement Amendment” and, together with the Original Merger Agreement, as it may be further amended or modified from time to time, the “Merger Agreement”), with Ritchie Bros. | tm237251d1_8k.htm |
| 2023-02-14 | 8-K | 2023-02-14 | 7.01 Regulation FD Disclosure | 7.01 On February 14, 2023, IAA, Inc. (“IAA”) made available an investor presentation regarding the previously announced acquisition of IAA by Ritchie Bros. | tm236690d1_8k.htm |
| 2023-02-13 | 8-K | 2023-02-13 | 2.02 Results of Operations and Financial Condition | 2.02 On February 12, 2023, IAA, Inc. issued a press release announcing its preliminary financial results for the fourth quarter and full fiscal year ended January 1, 2023. | a53316747.htm |
| 2023-01-23 | 8-K | 2023-01-22 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 Entry into a Material Definitive Agreement. 2.02 On January 23, 2023, RBA and IAA issued a joint news release announcing the Amendment to the Merger Agreement and the Cooperation Agreement. | tm234164d1_8k.htm |
| 2023-01-17 | 8-K | 2023-01-13 | 8.01 Other Events | 8.01 As previously announced, on November 7, 2022, Ritchie Bros. | tm233584d1_8k.htm |
| 2022-12-20 | 8-K | 2022-12-20 | 8.01 Other Events | 8.01 On December 20, 2022, IAA, Inc. (“IAA”) and Ritchie Bros. | tm2233120d1_8k.htm |
| 2022-11-07 | 8-K | 2022-11-06 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On November 6, 2022, the Board of Directors (the “Board”) of IAA, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s bylaws (as so amended, the “Bylaws”). | tm2229770d1_8k.htm |
| 2022-11-07 | 8-K | 2022-11-07 | 2.02 Results of Operations and Financial Condition | 2.02 On November 7, 2022, IAA, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal third quarter ended October 2, 2022. | tm2229851d1_8k.htm |
| 2022-11-07 | 8-K | 2022-11-07 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On November 7, 2022, RBA and IAA issued a joint press release announcing entry into the Merger Agreement and also made available an investor presentation relating to the Merger Agreement and the transactions contemplated thereby. | tm2229859d1_8k.htm |
| 2022-08-09 | 8-K | 2022-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2022, IAA, Inc. issued a press release announcing its financial results for the fiscal second quarter ended July 3, 2022. | a52805937.htm |
| 2022-06-17 | 8-K | 2022-06-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 15, 2022, Gail Evans notified the Board of Directors (the “Board”) of IAA, Inc. (the “Company”) of her decision to resign as a member of the Board, effective June 30, 2022. | d325603d8k.htm |
| 2022-06-17 | 8-K | 2022-06-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2022 annual meeting of stockholders (the “Annual Meeting”) of IAA, Inc. (the “Company”) was held on June 15, 2022. | d305499d8k.htm |
| 2022-05-10 | 8-K | 2022-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2022, IAA, Inc. issued a press release announcing its financial results for the fiscal first quarter ended April 3, 2022. | a52713680.htm |
| 2022-04-29 | 8-K | 2022-04-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On April 28, 2022, the Board of Directors of IAA, Inc. (the “Company”) appointed Mr. Michael Sieger to serve as an independent director on the Board of Directors, with such appointment to be effective immediately following the Company’s 2022 annual meeting of stockholders. 7.01 A copy of the press release is furnished as Exhibit 99.1 hereto. | d766364d8k.htm |
| 2022-02-11 | 8-K | 2022-02-11 | 2.02 Results of Operations and Financial Condition | 2.02 On February 11, 2022, IAA, Inc. issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year ended January 2, 2022. | a52578038.htm |
| 2021-11-02 | 8-K | 2021-11-02 | 2.02 Results of Operations and Financial Condition | 2.02 On November 2, 2021, IAA, Inc. issued a press release announcing its financial results for the fiscal third quarter ended September 26, 2021. | a52519195.htm |
| 2021-10-22 | 8-K | 2021-10-22 | 7.01 Regulation FD Disclosure | 7.01 On October 22, 2021, IAA, Inc. (the “Company”) issued a press release announcing an agreement (the “Agreement”) to acquire SYNETIQ Ltd., a leading integrated salvage and vehicle dismantling company in the United Kingdom (the “Acquisition”), for £225 million. | a52513773.htm |
| 2021-08-24 | 8-K | 2021-08-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 (b) On August 24, 2021, IAA, Inc. (the “Company”) announced that Vance Johnston, Executive Vice President and Chief Financial Officer, will depart from the Company on September 1, 2021. 7.01 A copy of the press release is furnished as Exhibit 99.1 hereto. | d214037d8k.htm |
| 2021-08-03 | 8-K | 2021-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 On August 3, 2021, IAA, Inc. issued a press release announcing its financial results for the fiscal second quarter ended June 27, 2021. | a52470118.htm |
| 2021-06-17 | 8-K | 2021-06-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2021 annual meeting of stockholders (the “Annual Meeting”) of IAA, Inc. (the “Company”) was held on June 16, 2021. | d179965d8k.htm |
| 2021-05-04 | 8-K | 2021-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2021, IAA, Inc. issued a press release announcing its financial results for the fiscal first quarter ended March 28, 2021. | a52422361.htm |
| 2021-02-16 | 8-K | 2021-02-16 | 2.02 Results of Operations and Financial Condition | 2.02 On February 16, 2021, IAA, Inc. issued a press release announcing its financial results for the fiscal fourth quarter and full year ended December 27, 2020. | a52379270.htm |
| 2020-11-02 | 8-K | 2020-11-02 | 2.02 Results of Operations and Financial Condition | 2.02 On November 2, 2020, IAA, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 27, 2020. | a52317776.htm |
| 2020-08-04 | 8-K | 2020-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2020, IAA, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 28, 2020. | a52260254.htm |
| 2020-06-18 | 8-K | 2020-06-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2020 annual meeting of stockholders (the “Annual Meeting”) of IAA, Inc. (the “Company”) was held on June 17, 2020. | d946615d8k.htm |
| 2020-05-06 | 8-K | 2020-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2020, IAA, Inc. issued a press release announcing its financial results for the fiscal quarter ended March 29, 2020. | a52215333.htm |
| 2020-05-06 | 8-K | 2020-05-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8k.htm |
| 2020-03-18 | 8-K | 2020-03-18 | 2.02 Results of Operations and Financial Condition | 2.02 On March 18, 2020, IAA, Inc. issued a press release announcing its financial results for the fiscal quarter and fiscal year ended December 29, 2019. | a52190314.htm |
| 2020-02-11 | 8-K | 2020-02-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On February 5, 2020, the Board of Directors of IAA, Inc. (the “Company”) appointed Ms. Gail Evans as a Class III director, effective immediately, to serve until the Company’s 2022 annual meeting of stockholders and until her successor is duly elected and qualified. 7.01 A copy of the press release is furnished as Exhibit 99.1 hereto. | d834588d8k.htm |
| 2020-01-13 | 8-K | 2020-01-13 | 8.01 Other Events | 8.01 IAA, Inc. (the “Company”) currently intends to hold its 2020 annual meeting of stockholders (the “2020 Annual Meeting”) on June 17, 2020. | d840896d8k.htm |
| 2020-01-13 | 8-K | 2020-01-13 | 2.02 Results of Operations and Financial Condition | 2.02 On January 13, 2020 and in connection with its participation at the 22nd Annual ICR Conference, IAA, Inc. issued a press release providing an update to its full year fiscal 2019 guidance. | a52157324.htm |
| 2019-11-12 | 8-K | 2019-11-12 | 2.02 Results of Operations and Financial Condition | 2.02 On November 12, 2019, IAA, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 29, 2019. | a52125544.htm |
| 2019-09-13 | 8-K | 2019-09-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 IAA, Inc. (the “Company”) has appointed Christopher Carlson to serve as the Company’s Vice President, Corporate Controller, effective September 10, 2019. | d804305d8k.htm |
| 2019-08-13 | 8-K | 2019-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 On August 13, 2019, IAA, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2019. | a52077822.htm |
| 2019-08-02 | 8-K | 2019-07-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 29, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of IAA, Inc. (the “Company”) approved and adopted a form of employment agreement (the “Employment Agreement”) to be entered into between the Company and each of John W. Kett, President and Chief Executive Officer; Vance C. Johnston, Executive Vice President, Chief Financial Officer and Treasurer; Tim O’Day, President of U.S. Operations; Sidney Peryar, Executive Vice President, Chief Legal Officer & Secretary and Maju P. Abraham, Senior Vice President and Chief Information Officer (collectively, the “Named Executives”). | d782107d8k.htm |
| 2019-06-28 | 8-K | 2019-06-28 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 Prior to the completion of the separation and distribution, IAA was a wholly owned subsidiary of KAR. 5.02 On June 27, 2019, each of John P. Larson, Brian Bales, Bill Breslin, Lynn Jolliffe, Peter Kamin, Olaf Kastner and John W. Kett was appointed as a director of IAA. 5.03 On June 27, 2019, IAA amended and restated its certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) and its by-laws (the “Amended and Restated By-laws”). 5.05 On June 27, 2019, IAA’s board of directors adopted a Code of Business Conduct & Ethics, a copy of which is available on IAA’s website at www.iaai.com. 5.07 On June 27, 2019, KAR, in its capacity as the sole stockholder of IAA, adopted the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws. 8.01 On June 28, 2019, IAA issued a press release announcing the completion of the separation and distribution. | nc10002868x1_8-k.htm |
| 2019-06-28 | 8-K | 2019-06-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under the heading “Credit Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | nc10002868x2_8-k.htm |
| 2019-06-14 | 8-K | 2019-06-14 | 8.01 Other Events | 8.01 On June 14, 2019, KAR Auction Services, Inc. (“KAR”) issued a press release announcing that the Securities and Exchange Commission has declared effective IAA, Inc.’s (“IAA”) registration statement on Form 10, initially filed on June 28, 2018 (as amended, the “Registration Statement”). | s002330x11_8k.htm |