On June 27, 2019, IAA, Inc. (IAA) entered into a Separation and Distribution Agreement with KAR Auction Services, Inc. (KAR) that sets out, among other things, certain agreements between IAA and KAR regarding the principal transactions necessary to effect the separation of IAA from KAR and the distribution. On June 27, 2019, in connection with the completion of the separation and distribution, IAA entered into certain other agreements with KAR as contemplated by the Separation and Distribution Agreement that provide for the separation and allocation between IAA and KAR of the assets, employees, liabilities and obligations of KAR and its subsidiaries attributable to periods prior to, at and after IAA's separation from KAR and govern the relationship between IAA and KAR subsequent to the completion of the separation and distribution. 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. Sue Gove was previously appointed as a director of IAA and will continue to serve as a director after the distribution. Mr. Larson was appointed as chairman of the board of directors. IAA's board of directors initially will be divided into three classes, each comprised of three directors. The directors designated as Class I directors have terms expiring at the first annual meeting of stockholders following the distribution, which IAA expects to hold in 2020. The directors designated as Class II directors have terms expiring at the 2021 annual meeting of stockholders, and the directors designated as Class III directors will have terms expiring at the 2022 annual meeting of stockholders. Upon the expiration of the initial term of each class of directors, the directors of such class will thereafter stand for election annually, such that, commencing with the 2022 annual meeting of stockholders, IAA's board of directors will no longer be divided into classes. The Class I directors are Messrs. Kett and Kamin and Ms. Jolliffe; the Class II directors are Messrs. Breslin, Bales and Kastner; and the Class III directors are Ms. Gove and Mr. Larson. Effective June 27, 2019, IAA's board of directors has the following standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Ms. Gove and Messrs. Bales and Kamin have been appointed as members of the Audit Committee of the board of directors, and Ms. Gove has been appointed as the Chair of the Audit Committee. Ms. Jolliffe and Messrs. Breslin and Kastner have been appointed as members of the Compensation Committee of the board of directors, and Ms. Jolliffe has been appointed as the Chair of the Compensation Committee. Ms. Jolliffe and Messrs. Kamin and Breslin have been appointed as members of the Nominating and Corporate Governance Committee of the board of directors, and Mr. Kamin has been appointed as the Chair of the Nominating and Corporate Governance Committee. On June 27, 2019, the following persons were designated as officers of IAA: John W. Kett as President and Chief Executive Officer, Tim O'Day as President, U.S. Operations, Vance C. Johnston as Executive Vice President, Chief Financial Officer and Treasurer, Sidney Peryar as Executive Vice President, Chief Legal Officer and Secretary and Maju P. Abraham as Senior Vice President and Chief Information Officer. All other persons serving as an officer of IAA prior to June 27, 2019, resigned or were removed effective June 27, 2019.