UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2019
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CDK Global, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-36486 | 46-5743146 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1950 Hassell Road
Hoffman Estates, Illinois 60169
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 397-1700
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | CDK | NASDAQ Global Select Market |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Resignation of Named Executive Officer
On September 6, 2019, Dan Flynn tendered his resignation as Executive Vice President, Business Leader, Core DMS of CDK Global, Inc. (the “Company”), to be effective as of September 20, 2019.
(e) Forms of Grant Agreements
On September 11, 2019, the Compensation Committee of the Company’s Board of Directors adopted the following forms of agreements to be used to evidence certain restricted stock unit and performance stock unit grants made to executives pursuant to the Company’s 2014 Omnibus Award Plan. The forms of restricted stock unit award agreement and performance stock unit award agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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.
| | CDK Global, Inc. | |
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| Date: September 11, 2019 | By: | /s/ JOSEPH A. TAUTGES | |
| | | Joseph A. Tautges | |
| | | Executive Vice President, Chief Financial Officer |
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