UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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. It has not yet been determined on which committee(s) of the Board of Directors, if any, Mr. Sieger will be appointed.
Mr. Sieger, 60, served as Claims President of The Progressive Corporation from 2015 until his retirement in January 2022.
In connection with his service as a director and beginning on the effective date of his appointment, Mr. Sieger will be entitled to receive the Company’s standard non-employee director cash and equity compensation, which is disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2021.
In addition, on the effective date of his appointment, Mr. Sieger will enter into an indemnification agreement with the Company in the form previously approved by the Board of Directors and filed with the SEC as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 13, 2019.
| Item 7.01 | Regulation FD Disclosure. |
On April 29, 2022, the Company issued a press release announcing the appointment of Mr. Sieger to the Board of Directors as set forth in Item 5.02 of this Current Report on Form 8-K.
A copy of the press release is furnished as Exhibit 99.1 hereto. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release of the Company, dated April 29, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IAA, Inc. | ||||||
| (Registrant) | ||||||
| Date: April 29, 2022 | By: | /s/ Susan Healy | ||||
| Susan Healy | ||||||
| Executive Vice President, Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||