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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event Reported): June 15, 2020

CDK Global, Inc.
(Exact name of registrant as specified in its charter)

Delaware 1-36486 46-5743146

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

 

1950 Hassell Road, Hoffman Estates, IL 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))

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

 

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.

 

  

 

 

 

Item 8.01. Other Events.

On June 15, 2020, CDK Global, Inc. (the “Company”) announced a plan to create the position of Chief Operating Officer with responsibility over all sales, business unit and customer experience teams within its CDK North America operating group. The Company also announced that the Company’s Board of Directors (the “Board”) intends to appoint Joe Tautges, the Company’s Chief Financial Officer, as the new Chief Operating Officer. Mr. Tautges will continue to serve as the Company’s Chief Financial Officer until the Board identifies and appoints a successor Chief Financial Officer.

A copy of the Company's announcement is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Safe Harbor for Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact including, but not limited to, statements regarding the Company’s appointment of a new Chief Operating Officer and its succession plan for the Chief Financial Officer position; other plans; objectives; forecasts; goals; beliefs; business strategies; future events; business conditions; results of operations; financial position and business outlook and trends; and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “could,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “assumes,” and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are based on management's expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed, or implied by, these forward-looking statements.

Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include: the Company’s expectations regarding the potential impacts on the Company’s business of the outbreak of the COVID-19 pandemic; the Company’s success in obtaining, retaining and selling additional services to customers; the pricing of the Company’s products and services; overall market and economic conditions, including interest rate and foreign currency trends, and technology trends; adverse global economic conditions and credit markets and volatility in the countries in which we do business; auto sales and related industry changes; competitive conditions; changes in regulation; changes in technology, security breaches, interruptions, failures and other errors involving the Company’s systems; availability of skilled technical employees/labor/personnel; the impact of new acquisitions and divestitures; employment and wage levels; availability of capital for the payment of debt service obligations or dividends or the repurchase of shares; any changes to the Company’s credit ratings and the impact of such changes on financing costs, rates, terms, debt service obligations, access to capital market and working capital needs; the impact of the Company’s indebtedness, access to cash and financing, and ability to secure financing, or financing at attractive rates; the onset of or developments in litigation involving contract, intellectual property, competition, shareholder, and other matters, and governmental investigations; and the ability of the Company’s significant stockholders and their affiliates to significantly influence the Company’s decisions or cause it to incur significant costs.

There may be other factors that may cause the Company’s actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements. The Company gives no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on its results of operations and financial condition. You should carefully read the factors described in the Company’s reports filed with the Securities and Exchange Commission (“SEC”), including those discussed under “Part I, Item 1A. Risk Factors” in its most recent Annual Report on Form 10-K and its most recent Quarterly Report on Form 10-Q for a description of certain risks that could, among other things, cause the Company’s actual results to differ from any forward-looking statements contained herein. These filings can be found on the Company’s website at https://investors.cdkglobal.com and the SEC's website at www.sec.gov.

All forward-looking statements speak only as of the date of this Current Report on Form 8-K even if subsequently made available by the Company on its website or otherwise. The Company disclaims any obligation to update or revise any forward-looking statements that may be made to reflect new information or future events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

  

 

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number

 

Description of Exhibit

     
99.1  

CDK Global, Inc.’s June 15, 2020 announcement of the creation of a Chief Operating Officer position

     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  

 

 

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.

Date: June 15, 2020 CDK Global, Inc.  
       
By: /s/ Joseph A. Tautges  
  Joseph A. Tautges  
  Executive Vice President, Chief Financial Officer (principal financial officer)  

 

 

 

 

 

 

 

EXHIBIT 99.1

 

 

 

CDK GLOBAL TO CREATE CHIEF OPERATING OFFICER ROLE

CFO JOE TAUTGES WILL ASSUME ROLE UPON APPOINTMENT OF CFO SUCCESSOR

HOFFMAN ESTATES, Ill. – June 15, 2020 – CDK Global, Inc. (Nasdaq: CDK), a leading retail automotive technology company, today announced its intention to create a chief operating officer (COO) role to better align functions and improve the overall effectiveness of the company's North American business. The COO role will bring together the North America Sales and Customer Experience teams, as well as the DMS, CRM, Layered Applications, and Portfolio Business Units, to ensure the accountability and execution of a coordinated and focused plan.

Joe Tautges, executive vice president (EVP) and chief financial officer (CFO), will assume the COO position effective upon appointing a successor to the CFO role.

“Adding this critical role will help us drive further our strategy for growth and continue our commitments to delivering the best support to our customers,” said Brian Krzanich, president and chief executive officer, CDK Global. “In his more than three years at CDK, Joe has made tremendous contributions both inside and outside the Finance area, which makes him the ideal leader to assume this position. Joe brings strong financial acumen, in-depth knowledge of both the automotive and technology industries, and a keen ability to drive our top-line growth, as well as manage the bottom line. I am confident in his ability to build on our momentum and carry us forward into the future.”

Tautges joined CDK Global in 2017 from Hewlett Packard Enterprise. An internal and external search for a new CFO has already begun.

###

About CDK Global, Inc.
With $2 billion in revenues, CDK Global (Nasdaq: CDK) is a leading global provider of integrated information technology solutions to the automotive retail and adjacent industries. Focused on enabling end-to-end automotive commerce, CDK Global provides solutions to dealers in more than 100 countries around the world, serving approximately 30,000 retail locations and most automotive manufacturers. CDK solutions automate and integrate all parts of the dealership and buying process, including the acquisition, sale, financing, insuring, parts supply, repair, and maintenance of vehicles. Visit cdkglobal.com.

Contacts:

Media Contact:

Roxanne Pipitone

Senior Director, Corporate Communications
847.485.4423
Roxanne.pipitone@cdk.com

 

Investor Contact:
Julie Schlueter

Director, Investor Relations

847.485.4643

Julie.Schlueter@cdk.com