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Washington, D.C. 20549






Date of Report (Date of earliest event Reported): November 21, 2019


CDK Global, Inc.
(Exact Name of Registrant as Specified in Charter)



(State or Other Jurisdiction of Incorporation)


1-36486 46-5743146
(Commission File Number) (I.R.S. Employer Identification Number)


1950 Hassell Road, Hoffman Estates, Illinois 60169

(Address of Principal Executive Offices) (Zip Code)


(847) 397-1700

(Registrant's telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)


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



Name of each exchange on which registered
Common Stock, $0.01 Par Value CDK NASDAQ Global Select Market




Item 5.07.Submission of Matters to a Vote of Security Holders.


The Registrant’s 2019 Annual Meeting of Stockholders was held on November 21, 2019. There were present at the meeting, either in person or by proxy, holders of 108,788,017 shares of common stock.


1.The following nominees were elected to the Registrant’s Board of Directors for the ensuing year. The votes cast for each nominee were as follows:


Name For Against Abstain Broker Non-Votes
Leslie A. Brun 87,629,507 9,752,629 94,224 11,311,657
Willie A. Deese 89,849,156 7,477,226 149,978 11,311,657
Amy J. Hillman 94,961,500 2,372,966 141,894 11,311,657
Brian M. Krzanich 96,896,097 432,047 148,216 11,311,657
Stephen A. Miles 94,937,868 2,384,533 153,959 11,311,657
Robert E. Radway 94,417,120 2,910,099 149,141 11,311,657
Stephen F. Schuckenbrock 96,906,189 416,344 153,837 11,311,657
Frank S. Sowinski 94,948,868 2,374,073 153,419 11,311,657
Eileen J. Voynick 94,454,807 2,879,800 141,753 11,311,657


2.The results of the advisory voting on executive compensation of our Named Executive Officers for the fiscal year ending June 30, 2019 were as follows:


For Against Abstain Broker Non-Votes
89,530,515 7,708,536 237,309 11,311,657


3.The results of the voting to ratify the appointment of Deloitte & Touche LLP to serve as the Registrant's independent registered public accounting firm for the fiscal year ending June 30, 2020 were as follows:


For Against Abstain Broker Non-Votes
108,464,700 203,200 120,117 0









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.


Date: November 27, 2019 CDK Global, Inc.
  By:    /s/ JOSEPH A. TAUTGES
Joseph A. Tautges
Executive Vice President, Chief Financial Officer