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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
Filed by a Party other than the Registrant
CHECK THE APPROPRIATE BOX:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under Rule 14a-12

CDK Global, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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4) Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:


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NOTICE OF 2020 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS



November 12, 2020
9:00 a.m. central time
www.virtualshareholdermeeting. com/ CDK2020
Notice is hereby given that the 2020 Virtual Annual Meeting of Stockholders of CDK Global, Inc. (the “Company,” “CDK Global,” “us,” “our” or “we”), will be held on November 12, 2020 at 9:00 a.m. central time at www.virtualshareholdermeeting.com/CDK2020 (the “Annual Meeting”). This Annual Meeting will be a completely virtual, live, audio webcast meeting of stockholders. There will be no physical location for stockholders to attend.
The items of business are:
1.
Election of nine nominees named in the proxy statement as directors, each for a term of one year;
2.
An advisory vote to approve compensation of our named executive officers; and
3.
Ratification of the appointment of our independent registered public accountants.
All stockholders of record of our common stock at the close of business on September 18, 2020, the record date, are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.
September 29, 2020
Hoffman Estates, Illinois

Lee J. Brunz
Executive Vice President, General Counsel and Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL FOR THE ANNUAL MEETING
SEC rules permit companies to furnish proxy materials to their stockholders over the internet. This expedites stockholders’ receipt of proxy materials, lowers annual meeting costs and conserves natural resources. We are therefore mailing stockholders a Notice of Internet Availability of Proxy Materials, rather than a paper copy of the proxy statement and our Annual Report on Form 10-K. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials online, vote and (if desired) obtain a paper copy of our proxy materials. This Notice of Internet Availability of Proxy Materials will first be mailed to stockholders on or about October 2, 2020.
YOUR VOTE IS IMPORTANT
Your vote is important, and we urge you to vote as promptly as possible by using the internet, by telephone, or by signing, dating and returning the proxy card mailed to you if you received a paper copy of this proxy statement.

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VOTING MATTERS
Stockholders are being asked to vote on the following matters at the Annual Meeting:
Management Proposal:
For More Information
Board
Recommendation
Vote
Required for
Approval
Effect of
Abstentions
Effect of
Broker
Non-Votes
1. Election of nine nominees named in the proxy statement as directors, each for a term of one year
Page 5
✔ FOR each director nominee
Majority of votes cast
None
None
2. An advisory vote to approve compensation of named executive officers
Page 24
✔ FOR
Majority of shares present and entitled to vote
Against
None
3. Ratification of the appointment of our independent registered public accountants
Page 57
✔ FOR
Majority of shares present and entitled to vote
Against
None
You may cast your vote in any of the following ways:



Internet
Phone
Mail
Visit www.ProxyVote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice.
Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.
Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements made in this document, other than statements of historical fact, may be forward-looking statements. These statements are based on management's expectations and assumptions as of the date of this filing 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, but are not limited to, those discussed in Part I, Item 1A of the Company's Annual Report on Form 10-K for fiscal 2020 under the heading “Risk Factors.” We disclaim any obligation to update or revise 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. As used herein, “CDK Global,” “CDK,” the “Company,” “we,” “our,” and similar terms include CDK Global, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

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PROPOSAL 1: ELECTION OF DIRECTORS
Upon the recommendation of the nominating and governance committee, the CDK Global Board of Directors (the “Board”) has nominated nine directors for election at the Annual Meeting. Each nominee is currently serving as one of our directors. If you re-elect them, they will hold office until our next annual meeting of stockholders or until their successors have been elected and qualified. If any of the nominees should for any reason be unable or unwilling to serve as of the Annual Meeting, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, the proxies will be voted for the election of such other person.
The nominating and governance committee and the Board look for current and potential directors collectively to have a mix of skills, experience, qualifications, and attributes that strike the right balance between long-term understanding of our business and fresh external perspectives, and that ensure we have a well-rounded, diverse Board that functions effectively as a unit. Recognizing that the selection of qualified directors is complex and crucial to our long-term success, the Board and the nominating and governance committee have established the Board composition and refreshment processes as described beginning on page 11 of this proxy statement.
All nine of our nominees are seasoned leaders, the majority of whom are or were chief executive officers or other senior executives. Collectively, they bring to the Board a balanced mix of skills, experience, and qualifications gained during their tenure at a wide array of public companies, private companies, non-profits, and other organizations. The following graphics summarize the average age, independence, demographic diversity, skills, experience and qualifications of the nominees, and highlight the balanced mix of skills, experience, and qualifications of the Board as a whole. This high-level summary is not intended to be an exhaustive list of the nominees' collective skills, experience, and qualifications, or their contributions to the Board. On the following pages we have indicated for each nominee certain of the specific skills, experience, and qualifications that led the nominating and governance committee and the Board to conclude that the nominee should continue to serve as a director.


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PROPOSAL 1: ELECTION OF DIRECTORS
DIRECTOR NOMINEES
The Board and the nominating and governance committee believe that the following director nominees possess the necessary skills, experience, qualifications, and attributes to provide effective oversight of the business and quality advice and counsel to our management to ensure accountability to our stockholders:
Director
Age
Director
Since
Primary Occupation
Other
Public
Boards
   Committee(s)
 
 
 
 
 
AC
CC
NGC
Leslie A. Brun, (Chairman)
68
2014
Chairman and Chief Executive Officer of SARR Group, LLC
3
 
 
 
Willie A. Deese
65
2014
Retired Executive Vice President of Merck & Co., Inc.
3
 
Chair
 
Amy J. Hillman
55
2014
Dean of the W. P. Carey School of Business at Arizona State University
 
 
 
Chair
Brian M. Krzanich
60
2018
President and Chief Executive Officer
1
 
 
 
Stephen A. Miles
52
2014
Chief Executive Officer of The Miles Group
 
 
 
Member
Robert E. Radway
60
2014
Founder, Chairman and Chief Executive Officer of NXT Capital
 
Member
Member
 
Stephen F. Schuckenbrock
60
2016
Former Chief Executive Officer of CROSSMARK
 
Member
 
 
Frank S. Sowinski
64
2014
Former Chief Financial Officer of Dun & Bradstreet
 
Chair
 
Member
Eileen J. Voynick
66
2016
Former Chief Executive Officer of Sparta Systems
 
 
Member
 
The following pages present information regarding each director nominee, including information about each nominee’s professional experience, areas of expertise, background, and qualifications that led the Board to nominate him or her for election. The following also includes information about all public company directorships each nominee currently holds.
The Board recommends that you vote FOR the election of the following nominees:

Leslie A. Brun
Chairman and Chief Executive Officer of SARR Group, LLC
Age 68
Independent Chairman of the Board
Director Since
September 2014
Board Committees 
None
Other Public Boards

Broadridge Financial Solutions, Inc. (Chair)
Corning, Inc.
Merck & Co., Inc.

Director Qualification Highlights
CEO Experience
Capital Markets
Investor Relations
Enterprise Risk Management
BIOGRAPHY
Mr. Brun has been the Chairman and Chief Executive Officer of SARR Group, LLC, an investment holding company, since 2006. He is Vice Chairman and Senior Advisor of G100 Companies and a member of the Council on Foreign Relations. In addition, he was formerly Managing Director and head of investor relations at CCMP Capital Advisors, LLC, a global private equity firm. He is also the founder and Chairman Emeritus of Hamilton Lane Advisors, a provider of asset management services for which he served as Chief Executive Officer and Chairman from 1991 until 2005. From 1988 to 1991, he was Managing Director and co-founder of the investment banking group of Fidelity Bank in Philadelphia. Mr. Brun has served as a director of Broadridge Financial Solutions, Inc. (“Broadridge”), an investor communications and business process outsourcing provider, since 2007 and as Broadridge’s Chairman of the Board since 2011. He has served as a director of Merck & Co., Inc. (“Merck”), a health care company, since 2009 and lead director

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PROPOSAL 1: ELECTION OF DIRECTORS
since 2016, and as a director of Corning, Inc., a materials and technology company, since July 2018. He served as a director of Hewlett Packard Enterprise Company, a technology solutions provider, from 2015 to 2018, and as a director of Automatic Data Processing, Inc. (“ADP”) from 2003 to 2015 and as ADP’s Chairman of the Board from 2007 to 2015. Mr. Brun’s investment banking and leadership experience provide him with extensive financial and management expertise, and his directorships at other public companies have given him broad experience with governance and other issues facing public companies.

Willie A. Deese
Retired Executive Vice President of Merck & Co., Inc.
Age 65
Independent Director
Director Since
September 2014
Board Committees
Compensation (Chair)

Other Public Boards


Dentsply Sirona Inc.
Public Service Enterprise Group, Inc.
G1 Therapeutics, Inc.

Director Qualification Highlights
Operations / BPI / BPO
Strategy
Enterprise Risk Management
BIOGRAPHY
Mr.Deese has served as an independent director of Dentsply Sirona, a leading manufacturer and distributor of dental and other consumable healthcare products, since 2011, Public Service Enterprise Group, a diversified energy company, since 2015, and G1 Therapeutics, a clinical-stage biopharmaceutical company, since 2018. Mr. Deese served as an Executive Vice President of Merck from 2008 to 2016 and as President of the Merck Manufacturing Division from 2005 to 2016. Mr. Deese also served as Merck’s Senior Vice President of Global Procurement from 2004 to 2005. Prior to joining Merck, Mr. Deese served as Senior Vice President of Global Procurement and Logistics at GlaxoSmithKline and as Vice President of Purchasing, at Kaiser Permanente. In addition to his experience as a director of publicly traded companies, Mr. Deese brings to the Board substantial experience and expertise in both business transformation and strategic oversight and management of complex global operations from his roles at Merck and GlaxoSmithKline.

Amy J. Hillman
Dean of the W. P. Carey School of Business at Arizona State University
Age 55
Independent Director
Director Since
September 2014
Board Committees 
Nominating and Governance (Chair)

Other Public Boards


None

Director Qualification Highlights
Strategy
Operations/BPI/BPO
Investor Relations
Data Security Oversight


BIOGRAPHY
Since 2013, Dr. Hillman has served as the Dean of the W. P. Carey School of Business at Arizona State University, where she has taught as a Professor since 2006 and as an Associate Professor from 2001 to 2006. She holds a PhD in Strategic Management and is a fellow of the Academy of Management. Dr. Hillman also serves on the non-profit boards of The Association to Advance Collegiate Schools of Business and the ASU Research Park. In addition to her management skills gained as the leader of one of the largest U.S. business schools, Dr. Hillman brings to the Board expertise in the areas of business strategy and corporate governance, on which she has taught, consulted with major corporations, and conducted research.

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Brian M. Krzanich
President and Chief Executive Officer
Age 60
Director
Director Since
November 2018
Board Committees
None
 
Other Public Boards



ams AG

Director Qualification Highlights
CEO Experience
Technology/Technologist
Strategy
Investor Relations
Operations / BPI / BPO
Data Security Oversight
BIOGRAPHY
Mr. Krzanich has served as our President and Chief Executive Officer and as a member of our Board of Directors since November 7, 2018. Mr. Krzanich served as the Chief Executive Officer of Intel Corporation from 2013 to June 2018. As Chief Executive Officer, he led Intel’s corporate strategy and operations, including development of Intel’s business model and identification of emerging technologies. Mr. Krzanich joined Intel in 1982, became a corporate Vice President in 2006, and served until 2010 as Vice President and General Manager of Assembly and Test. He was Senior Vice President and General Manager of Manufacturing and Supply Chain from 2010 to 2012. He became Executive Vice President and Chief Operating Officer in 2012, responsible for global manufacturing, supply chain, human resources, and information technology. Mr. Krzanich has served as a member of the supervisory board of ams AG, a designer and manufacturer of advanced sensor solutions, since June 2019 and previously served on the board of directors of Deere & Company from 2016 to April 2018. Mr. Krzanich brings to the Board significant senior leadership, operations, technology, and global strategic experience from his more than 36 years of service with Intel.

Stephen A. Miles
Founder and Chief Executive Officer of The Miles Group
Age 52
Independent Director
Director Since
September 2014
Board Committees 
Nominating and Governance
 
Other Public Boards


None

Director Qualification Highlights
CEO Experience
CEO Succession
Strategy


BIOGRAPHY
Mr. Miles has served as the founder and Chief Executive Officer of The Miles Group, a provider of global chief executive officer and board consulting and advisory services (focused on the topics of succession, board and organizational effectiveness, and talent management), since 2012. Previously, Mr. Miles served as Vice Chairman, Leadership Advisory at Heidrick & Struggles, a global executive search and executive leadership consulting firm from 2010 to 2012 and as Managing Partner and Head, Leadership Advisory for Heidrick & Struggles from 2005 to 2010, where he was responsible for managing its global Leadership Advisory Services business. Mr. Miles specializes in chief executive officer succession and brings to the Board substantial expertise in leadership selection, succession planning and organizational effectiveness from his roles at Heidrick & Struggles and The Miles Group.

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Robert E. Radway
Founder; Chairman and Chief Executive Officer of NXT Capital
Age 60
Independent Director
Director Since
September 2014
Board Committees 
Audit, Compensation
 
Other Public Boards



None

Director Qualification Highlights
CEO Experience
Capital Markets
Strategy
BIOGRAPHY
Mr. Radway has served as Founder, Chairman and Chief Executive Officer of NXT Capital, a middle-market lender and asset manager with approximately $10 billion in assets under management since 2010. In August 2018, NXT Capital was acquired by ORIX Corporation USA, a wholly owned subsidiary of ORIX Corporation, a publicly traded, diversified financial services company headquartered in Tokyo, Japan. From 2001 to 2008, Mr. Radway served as Managing Director and President of Merrill Lynch Capital, the commercial finance unit of Merrill Lynch Bank USA that, prior to its sale in 2008, had owned and managed assets in excess of $30 billion and approximately 550 employees. Prior to his service with Merrill Lynch Capital, Mr. Radway held senior positions with Heller Financial, Inc., including Executive Vice President of Corporate Strategy and Development responsible for the company’s strategic planning, business development, and M&A worldwide. Mr. Radway’s roles as the chief executive of NXT Capital and as president of Merrill Lynch Capital have provided him with extensive executive management, operational, and business strategy experience. He brings to the board the ability to analyze and oversee financial reporting and performance, as well as expertise in capital markets and financing initiatives, corporate strategy, and human resource development and retention.

Stephen F. Schuckenbrock
Former Chief Executive Officer of CROSSMARK Inc.
Age 60
Independent Director
Director Since
September 2016
Board Committees
Audit
 
Other Public Boards



None

Director Qualification Highlights
Technology / Technologist
Strategy
CEO Experience
Data Security Oversight
BIOGRAPHY
Mr. Schuckenbrock served as the Chief Executive Officer of CROSSMARK Inc., a leading provider of sales, marketing and merchandising services for manufacturers and retailers, from December 2014 to August 2019. Prior to joining CROSSMARK, he was the Chief Executive Officer of Accretive Health, and prior to that held numerous leadership positions at Dell. His career also includes management positions at EDS, IBM, PepsiCo and Frito Lay. He served as a director of Micro Focus International from February 2016 to May 2017, and has served on a number of boards, including Compuware, Staples, and AT Kearney. Mr. Schuckenbrock also serves on the advisory boards of Texas Christian University and Enactus, an international non-profit that inspires students to improve the world through entrepreneurial action. As a result of his executive positions at CROSSMARK and other technology organizations, as well as his significant board experience, Mr. Schuckenbrock provides the Board with extensive and relevant board, executive leadership, sales and marketing, and technology industry experience.

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Frank S. Sowinski
Former Chief Financial Officer of Dun & Bradstreet
Age 64
Independent Director
Director Since
September 2014
Board Committees  
Audit (Chair)
 
Other Public Boards



None

Director Qualification Highlights
Technology / Technologist
Strategy
Enterprise Risk Management
Data Security Oversight
BIOGRAPHY
Mr. Sowinski served as the lead independent director, and as a member of the nominating and corporate governance and audit committees of Buckeye GP LLC, general partner of Buckeye Partners, L.P., a publicly-traded master limited partnership that provides mid-stream energy logistics services from August 2006 to November 2019. Since 2006, Mr. Sowinski has served as an operating executive for MidOcean Partners, a private equity firm that identifies, invests in, and manages portfolio companies focusing on business, information, and marketing services. In his capacity as an operating executive for MidOcean Partners, Mr. Sowinski previously served as Vice Chairman of The Allant Group, Inc. a marketing services group, and also previously served as Vice Chairman of Pre-Paid Legal Services, Inc. dba LegalShield, a specialized legal service products company. In 2002, he served as Chief Financial Officer of PricewaterhouseCoopers Consulting, a global consulting firm. Previously, Mr. Sowinski spent 17 years with the Dun & Bradstreet Corporation, where he served in numerous positions including Chief Financial Officer of the Dun & Bradstreet Corporation, as well as Executive Vice President of Global Marketing and President of the D&B Operating Company. Mr. Sowinski’s numerous operating roles have provided him with broad managerial and operational expertise. In addition, his extensive experience in financial management, including his roles as Chief Financial Officer of the Dun & Bradstreet Corporation and PricewaterhouseCoopers Consulting, provide him with expertise in enterprise risk management, corporate financial management, and financial reporting.

Eileen J. Voynick 
Former Chief Executive Officer of Sparta Systems
Age 66
Independent Director
Director Since
September 2016
Board Committees
Compensation
 
Other Public Boards


None

Director Qualification Highlights
Technology / Technologist
Strategy
CEO Experience
Enterprise Risk Management
Data Security Oversight

BIOGRAPHY
Ms. Voynick served as Chief Executive Officer of Sparta Systems, a leading provider of enterprise-quality management software solutions, from 2011 to 2018. Prior to joining Sparta Systems, she served as the Chief Operating Officer at Allscripts. Before Allscripts, she served as Executive Vice President of global sales, services, and support at Misys and served in various management positions at Oracle, SAP, Siebel Systems, Gartner, Ariba and Accenture. She served as a director at AdvancedMD from 2016 to 2018, as the Chair of the Board of Trustees at Philadelphia University from 2013 to July 2020, as a member of the Board of Trustees and Executive Committee of Jefferson Health from 2017 to July 2020, and as the Chair of the Board of Trustees of Thomas Jefferson University from 2017 to July 2020. As a result of her executive experience with Sparta Systems, as well as her positions as a senior executive at other technology and consulting organizations, Ms. Voynick provides the Board with extensive and relevant executive leadership, software, sales and service, and technology industry experience.

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MAJORITY VOTING STANDARD
Our by-laws provide that directors are elected by a majority of votes cast unless the number of nominees exceeds the number of directors to be elected, in which case directors are elected by a plurality of votes cast. A majority of votes cast means that the number of shares voted “for” a director exceeds the number of votes cast “against” the director; abstentions are not counted either “for” or “against.” If an incumbent director in an uncontested election fails to receive a majority of votes cast for his or her election, the director is required to offer to tender his or her resignation to the Board for consideration by the nominating and governance committee. The nominating and governance committee will make a recommendation to the Board as to whether to accept or reject the resignation or to take other action. The Board is required to review and act on this recommendation within 90 days of the date of the certification of election results.
BOARD COMPOSITION AND REFRESHMENT
DIRECTOR SELECTION AND BOARD MEMBERSHIP CRITERIA
Recognizing that the selection of qualified directors is complex and crucial to our long-term success, the nominating and governance committee has established director selection and membership criteria for membership on the Board. When considering current directors for re-nomination to the Board, the nominating and governance committee assesses changes to any director’s skills, experience, qualifications, and attributes, including their independence, and takes into account the performance of each director, which is part of the committee’s annual Board evaluation process. The nominating and governance committee then recommends actions for the Board to consider and adopt as it sees fit.
The nominating and governance committee has not established specific minimum age, education, skill, experience, or qualification requirements for potential members. Instead, the nominating and governance committee reviews the composition of the Board in light of the Company’s current challenges and needs and the current challenges and needs of the Board. Based on this review, the Board then determines whether it may be appropriate to add or remove individuals after considering, among other things, the need for audit committee expertise and issues of independence, viewpoint and demographic diversity, judgment, character, reputation, age, skills, education, training, background, and experience. All potential candidates should also possess the following personal characteristics: (i) business community respect for his or her integrity, ethics, principles, insights, and analytical ability; and (ii) ability and initiative to frame insightful questions, speak out, and challenge questionable assumptions and disagree without being disagreeable. The nominating and governance committee values viewpoint and demographic diversity as a factor in selecting nominees to serve on the Board and considers the criteria noted above in selecting nominees for directors, including members with diverse demographic attributes, and members from diverse backgrounds who combine a broad spectrum of experience and expertise. The nominating and governance committee believes that the Board, as currently constituted, is well-balanced and that it fully and effectively addresses our needs.
Nominations of candidates for the Board by our stockholders for consideration at our 2021 Annual Meeting of Stockholders are subject to the deadlines and other requirements described beginning on page 60 of this proxy statement.
BOARD AND COMMITTEE SELF-ASSESSMENTS
The nominating and governance committee oversees an annual self-assessment process, whereby each director is surveyed to obtain his or her evaluation of the Board as a whole and the committees on which he or she serves. The surveys solicit ideas from the directors about, among other things, improving quality of Board and committee discussions on key matters, and identifying specific issues which should be discussed in the future. After these evaluations are complete, our general counsel summarizes the results, provides a preview for the Chairman of the Board and the Chair of each committee and then submits the summaries for discussion by the nominating and governance committee. If necessary, action plans are developed by the nominating and governance committee and recommended for discussion by the full Board.
In addition, as part of the annual self-assessment process, the nominating and governance committee facilitates structural sessions in which directors are encouraged to provide feedback on the performance of their peers. The Chairman of the Board and/or the Chair of the nominating and governance committee communicate relevant feedback to each director and take further action as they deem appropriate.

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DIRECTOR ORIENTATION AND CONTINUING EDUCATION
The nominating and governance committee oversees our orientation programs for new directors and continuing education programs for directors.
Each new director, after joining the Board, is provided with orientation regarding the Board and the Company's operations. As part of this orientation, each new director has an opportunity to meet with members of our senior management team.
Directors are also provided with continuing education on various subjects that will assist them in discharging their duties. Such continuing education may include presentations by our management, the Board’s outside advisors or other third party experts on our business, information security and system disruption, compliance efforts, applicable legal, regulatory or other developments or other matters as the Board, or the nominating and governance committee in its oversight of the Board’s continuing education program, may deem appropriate.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The executive officers of the Company, their ages, and positions are as follows:
Name
Age*
Position(s)
Brian M. Krzanich
60
President, Chief Executive Officer and Director
Joseph A. Tautges
44
Executive Vice President, Chief Financial Officer
Neil Packham
49
President, CDK International
Mahesh Shah
43
Executive Vice President, Chief Product & Technology Officer
Lee J. Brunz
50
Executive Vice President, General Counsel and Secretary
Amy W. Byrne
49
Executive Vice President, Chief Human Resources Officer
*
As of June 30, 2020
Brian M. Krzanich has served as our President, Chief Executive Officer and as a member of our Board of Directors since November 7, 2018. Prior to joining CDK, Mr. Krzanich served as the Chief Executive Officer of Intel Corporation from 2013 to June 2018. As Chief Executive Officer, he led Intel’s corporate strategy and operations, including development of Intel’s business model and identification of emerging technologies. Mr. Krzanich joined Intel in 1982, became a corporate Vice President in 2006, and served until 2010 as Vice President and General Manager of Assembly and Test. He was Senior Vice President and General Manager of Manufacturing and Supply Chain from 2010 to 2012. He became Executive Vice President and Chief Operating Officer in 2012, responsible for global manufacturing, supply chain, human resources, and information technology. Mr. Krzanich has served as a member of the Supervisory Board of ams AG since June 2019.
Joseph A. Tautges has served as our Executive Vice President since August 1, 2017 and began service as our Executive Vice President, Chief Financial Officer on August 9, 2017. Prior to joining CDK, Mr. Tautges served as Chief Financial Officer of the $18 billion Enterprise Services segment of Hewlett Packard Enterprise (“HPE”) from May 2014 to April 2017. While at HPE, he led a transformation initiative which enabled significant margin expansion and improved free cash flow resulting in the spin-merger of Enterprise Services with Computer Science Corporation to form DXC Technology Company. Prior to HPE, Mr. Tautges held various levels of increasing responsibility in both operations and financial management with Sears Holdings from 2011 to 2014 and Aon Hewitt from 2002 to 2011. Mr. Tautges is a Certified Public Accountant.
Neil Packham has served as our President, CDK International since January 18, 2017. Mr. Packham joined CDK in July 2013 as Vice President for CDK's UK region, which encompasses UK, Middle East, Ireland and Africa. Prior to joining CDK, Mr. Packham worked in the automotive, digital, and software sectors working in a variety of business areas such as business development and strategy, sales and marketing, product development, and general management. He has held senior positions within a number of large corporations and start-ups.
Mahesh Shah has served as our Chief Product & Technology Officer since April 22, 2019. Previously, Mr. Shah was Senior Vice President and General Manager of Application Services & Business Process Services at

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DXC Technology Company until April 2019. He served as Vice President and General Manager of Business Process Services at DXC Technology, including both the current portfolio of service offerings and next-generation business process services at DXC Technology Company until 2018. Previously, Mr. Shah served as General Manager and Vice President of Acquisition and Divestiture, IT Consulting Services at Hewlett Packard Enterprise. Prior to DXC Technology, Mr. Shah spent 16 years, in various roles at HPE including building a consulting organization focused on M&A, serving as chief information officer, vice president, Product R&D and IT, and executive director, Security Product Management and Development.
Lee J. Brunz has served as our Executive Vice President, General Counsel and Secretary since October 2014. Prior to October 2014, Mr. Brunz served as Vice President, Counsel for the Digital Marketing business of the Dealer Services division of ADP since Dealer Services’ 2010 acquisition of Cobalt Holding Company (“Cobalt”). Prior to joining the Dealer Services division of ADP, he served as Vice President, Finance & General Counsel of Cobalt from 2008 to 2010 and as Vice President & General Counsel of Cobalt from 2004 to 2008.
Amy W. Byrne has served as our Executive Vice President, Chief Human Resources Officer since June 5, 2017. Prior to joining CDK, Ms. Byrne served as Vice President, Human Resources, Latin America for Avon Products from 2011 to 2016 and as Vice President, Corporate Human Resources and Global Compensation and Benefits for Avon Products from 2006 to 2011.
BOARD AND COMMITTEE GOVERNANCE
We have robust policies and procedures for our directors and management and our commitment to good corporate governance is integral to our business. Our key governance practices are described below.
BEST PRACTICES
Board Practices
8 of 9 director nominees are independent
Diverse Board in terms of gender, ethnicity, experience, skills and tenure (44% of directors are women or ethnically diverse)
Careful director nominee evaluation and selection process
Robust director orientation and ongoing director education programs
Annual election of directors with majority voting standard and director resignation policy for uncontested elections
Annual Board, committee and director evaluations
Independent non-executive Chairman of the Board with expansive duties
Limit on outside directorships
Fully independent audit, compensation, and nominating and governance committees
Regular executive sessions of independent directors
Comprehensive Board and committee oversight of the Company's strategy and risk management
Stock ownership requirements for directors
Stockholder Matters
Active stockholder engagement
One class of shares with each share entitled to one vote
Annual say-on-pay advisory vote

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Proxy access right for stockholders (3% ownership threshold held continuously for 3 years / 2 director nominees or 20% of the Board / 20 stockholder aggregation limit)
Other Best Practices
Stock ownership guidelines for executive officers
Anti-hedging, anti-short sale and anti-pledging policies
Clawback policy for equity and cash incentive compensation applicable to all employees
Code of Business Conduct and Ethics applicable to all employees and directors with annual acknowledgment by employees and compliance certification for directors
THE BOARD'S ROLE IN STRATEGY OVERSIGHT
A key component of the Board's role is to provide guidance on and oversight of the Company's strategy. In connection with these responsibilities, the Board has an obligation to keep informed about the Company’s business and strategies. This involvement enables the Board to provide guidance to management in formulating and developing plans and to exercise independently the Board's decision-making authority on matters of importance to the Company. Acting as a full Board and through the Board’s three standing committees, the Board is directly involved in the Company’s strategic planning process.
Each year senior management convenes to review and refine the Company’s overall corporate strategy. Strategic areas of importance and specific operating priorities are identified, which, in turn inform the Company’s long-range planning. Some of the priorities will be short-term in focus; others will be based on longer time horizons. Senior management then reviews the conclusions reached with the Board at one or more meetings. These meetings involve both management presentations and input from the Board regarding the assumptions, priorities and strategies that form the basis for management’s operating plans.
At subsequent Board meetings, the Board continues to review the Company’s progress against its strategic priorities and to exercise oversight and decision-making authority regarding strategic areas of importance and associated authorizations. For example, in the summer, the Board typically reviews the Company’s overall annual performance and considers the operating budget and capital plan for the coming fiscal year. In this time period, the Board also usually finalizes specific criteria against which the Company’s performance will be evaluated. In addition, Board meetings held throughout the year target areas of the business for extended, focused Board input and discussion. These time frames are flexible, however, and the Board adjusts its meeting agendas and plans to reflect business priorities and developments.
The oversight and input provided is integral to the development and review of the Company’s strategy and operating plans. Through this rigorous and interactive process, the Board encourages the long-term success of the Company by exercising sound and independent business judgment on the strategic issues that are important to the Company’s business.
THE BOARD’S ROLE IN RISK OVERSIGHT
The Board provides oversight with respect to our enterprise risk assessment and risk management activities that are designed to identify, prioritize, assess, monitor, and mitigate the various risks we confront, including risks that are related to the execution of our operational and financial strategy, risks related to information security, cybersecurity, and system disruption, and other inherent and exogenous risks to our business, operations or prospects. The Board performs this oversight function periodically as part of its meetings and also through its three committees, each of which examines various components of enterprise risk as part of its assigned responsibilities. The committees report on risk oversight matters directly to the Board on a regular basis. Management is responsible for establishing and supervising day-to-day risk management processes and reporting to the Board and its committees as necessary.
The compensation committee oversees risks related to compensation matters. The nominating and governance committee oversees risks associated with Board structure and other governance policies and practices. The audit committee focuses on financial risks, including reviewing with management, our internal auditors, and our independent auditor our major financial risk exposures, the adequacy and effectiveness of internal control over financial reporting, and the steps management has taken to monitor and control financial risk exposures.

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In addition, the audit committee reviews risks related to our financial reporting, and compliance with other applicable laws, regulations, and ethical standards. The audit committee regularly receives, reviews, and discusses with management presentations and analyses on various risks we confront.
BOARD LEADERSHIP STRUCTURE
Our corporate governance principles do not require the separation of the roles of Chairman of the Board and Chief Executive Officer because the Board believes that effective board leadership can depend on the skills and experience of, and personal interaction between, people in leadership roles. The Board is currently led by Mr. Brun, our independent non-executive Chairman of the Board. Mr. Krzanich, our President and Chief Executive Officer, serves as a member of the Board. The Board believes this leadership structure is in the best interests of our stockholders at this time. While this structure is not required, we believe that separating these positions allows our Chief Executive Officer to focus on developing and implementing our business plans and supervising our day-to-day business operations, and allows our Chairman of the Board to lead the Board in its oversight, advisory, and risk management roles.
BOARD INDEPENDENCE
The Board is currently composed of eight non-employee directors and one employee director. The Board has established that nine directors will be the number that will constitute the full Board at the time of the Annual Meeting. Under our Corporate Governance Guidelines and the NASDAQ Stock Market (“NASDAQ”) listing standards, at least a majority of our Board must be independent. The Board’s standards of director independence are consistent with the NASDAQ listing standards. Directors meeting these standards are considered to be “independent.” The Board has affirmatively determined that all directors other than Mr. Krzanich meet these standards and are, therefore, considered to be independent directors. Mr. Krzanich is not considered an independent director because he is the current President and Chief Executive Officer of the Company. Based on these standards, all current members of the audit, compensation, and nominating and governance committees are independent.
CORPORATE GOVERNANCE GUIDELINES AND COMMITTEE CHARTERS
The Board has adopted Corporate Governance Guidelines. These guidelines address items such as the standards, qualifications, and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. The guidelines are subject to periodic review by the Board and to modification from time to time by the Board. The guidelines together with the charters of each of the Board’s audit, compensation, and nominating and governance committees are available under “Corporate Governance” in the “Investor Relations” section of our website at cdkglobal.com.
BOARD COMMITTEES
The Board has three standing committees: audit, compensation, and nominating and governance. The table below indicates the members of each Board committee.
 
Audit
Compensation
Nominating and Governance
Willie A. Deese
 
 
Amy J. Hillman
 
 
Stephen A. Miles
 
 
Robert E. Radway
E
 
Stephen F. Schuckenbrock
 
 
Frank S. Sowinski
E
 
Eileen J. Voynick
 
 
= Committee Chair
E = Financial Expert

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PROPOSAL 1: ELECTION OF DIRECTORS
AUDIT COMMITTEE
PRINCIPAL FUNCTIONS

 

Met eight times in fiscal 2020
Current Committee Members
Frank S. Sowinski (Chair)
Robert E. Radway
Stephen F. Schuckenbrock
Oversee our accounting and financial reporting processes and related internal controls, the audit of our financial statements, and other matters as mandated under applicable laws, rules, and regulations;
Appoint, compensate, retain, and oversee the work of our independent auditor (including resolution of disagreements between management and our independent auditor regarding financial reporting), including for the purpose of preparing its audit report;
Review in advance and pre-approve all audit or non-audit services to be provided by our independent auditor, as permitted by Section 10A of the Exchange Act, and to approve all related fees and other terms of engagement;
Review disclosures required to be included in our periodic reports filed under the Exchange Act;
Review the performance of the internal auditors and our independent auditor, including the lead audit partner, on at least an annual basis;
Review and advise on the appointment, replacement, or dismissal of our Chief Audit Executive; and
Review, approve or ratify related persons transactions pursuant to our Related Persons Transactions Policy.

 
FINANCIAL EXPERTISE AND INDEPENDENCE
 
The Board has determined that all of the members of our audit committee satisfy the independence, financial sophistication, experience, and expertise requirements of our Corporate Governance Guidelines, Section 10A-3 of the Exchange Act, the applicable NASDAQ listing standards, and all other applicable regulatory requirements currently in effect.
 
The Board has also determined that Mr. Sowinski and Mr. Radway each qualify as an “audit committee financial expert” as such term is defined under the rules and regulations of the SEC.
 
REPORT
 
The audit committee report is set forth beginning on page 58 of this proxy statement.

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PROPOSAL 1: ELECTION OF DIRECTORS
COMPENSATION COMMITTEE
PRINCIPAL FUNCTIONS
 
 
Met four times in fiscal 2020
Current Committee Members
Willie A. Deese (Chair)
Robert E. Radway
Eileen J. Voynick
Evaluate our Chief Executive Officer’s performance and set the Chief Executive Officer’s compensation based on such evaluation;
Evaluate our other executive officers’ performance and set their compensation based on such evaluations;
Review and approve the performance targets for the Company’s performance-based cash and equity incentive plans; and
Review and evaluate our compensation plans, policies, and programs for our executive officers.
INDEPENDENCE
The members of our compensation committee all satisfy the independence requirements of our Corporate Governance Guidelines, the applicable NASDAQ listing standards and all other applicable regulatory requirements currently in effect.
REPORT
The compensation committee report is set forth on page 42 of this proxy statement
COMPENSATION ADVISOR
The compensation committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent external advisor. The compensation committee reviewed its relationship with FW Cook, considered FW Cook’s independence and the existence of potential conflicts of interest, and determined that the work of FW Cook did not raise any conflicts of interest and that FW Cook was independent in fiscal 2020. In making this assessment, the compensation committee considered various factors, including the independence factors enumerated in the compensation committee's charter, Rule 10C-1(b) under the Exchange Act, and applicable NASDAQ listing standards.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Willie Deese, Robert Radway, and Eileen Voynick served on the compensation committee for all of fiscal 2020. No member of the compensation committee is now, or was during fiscal 2020, an officer or employee of ours, and none of our executive officers serves, or served during fiscal 2020, as a director or member of a compensation committee of any entity that has one or more executive officers serving as a member of the Board or compensation committee. No member of the compensation committee had any relationship with us or any of our subsidiaries during fiscal 2020 pursuant to which disclosure would be required under our Related Persons Transactions Policy or applicable SEC rules pertaining to the disclosure of transactions with related persons.

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PROPOSAL 1: ELECTION OF DIRECTORS
NOMINATING AND GOVERNANCE COMMITTEE
PRINCIPAL FUNCTIONS
 
 
Met four times in fiscal 2020
Current Committee Members
Amy J. Hillman (Chair)
Stephen A. Miles
Frank S. Sowinski
Identify individuals qualified to become members of the Board;
Recommend to the Board director nominees;
Review director compensation and recommend director compensation level to the Board for approval;
Develop and recommend to the Board amendments to the Corporate Governance Guidelines;
Oversee the evaluation of the Board and its members; and
Develop and recommend to the Board succession plans for the Chief Executive Officer and other executive officers.
INDEPENDENCE
The members of our nominating and governance committee all satisfy the independence requirements of our Corporate Governance Guidelines, the applicable NASDAQ listing standards, and all other applicable regulatory requirements currently in effect.
BOARD AND COMMITTEE MEETING ATTENDANCE
During fiscal 2020, the Board held five meetings, the audit committee held eight meetings, the compensation committee held four meetings, and the nominating and governance committees held four meetings. Overall attendance at such meetings was approximately 94%. All of our directors attended at least 75%, in the aggregate, of the meetings of the Board and the committees of which they were members during the periods that they served on the Board during fiscal 2020. It is also our policy that our directors attend the Annual Meeting. All directors attended the 2019 Annual Meeting.
EXECUTIVE SESSIONS
Executive sessions of the non-management directors are held during each Board meeting and the majority of committee meetings. Mr. Brun, our independent non-executive Chairman of the Board, presides at each executive session of the Board.
OUTSIDE ADVISORS
The Board and each of its principal committees may retain independent legal, financial, or other advisors of their choosing at our expense. The Board does not need to obtain management’s consent to retain outside advisors. In addition, the three principal committees do not need to obtain either the Board’s or management’s consent to retain outside advisors.
STOCKHOLDER COMMUNICATIONS
Engagement and transparency with our stockholders provide us with useful feedback on a wide variety of topics, including governance, compensation, stockholder communication, Board composition, stockholder proposals, business performance, and operations. This information is shared regularly with our management and the Board and considered in the processes that set the governance practices and our strategic direction. We also use stockholder feedback to better tailor the public information we provide to address the interests and inquiries of our stockholders.

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PROPOSAL 1: ELECTION OF DIRECTORS
We interact and communicate with our stockholders through a number of forums, including quarterly earnings presentations, SEC filings, annual meetings, investor conferences, and web communications.
In addition, the Board has endorsed the Shareholder-Director Exchange (“SDX”) Protocol as a guide for effective, mutually beneficial engagement between our stockholders and directors. The Board believes that management should speak for the Company and that the Chairman of the Board should speak for the Board.
In order to provide our stockholders and other interested parties with a direct and open line of communication to the Board, we have adopted the following procedures for communications to directors. Stockholders and other interested persons may communicate with the Board by written communications addressed in care of Lee J. Brunz, our Secretary, at CDK Global, Inc., 1950 Hassell Road, Hoffman Estates, IL 60169.
All communications received in accordance with these procedures will be reviewed initially by our Secretary who will relay all such communications to the appropriate director or directors unless it is determined that the communication: (i) does not relate to our business or affairs or the functioning or constitution of the Board or any of its committees; (ii) relates to routine or insignificant matters that do not warrant the attention of the Board; (iii) is an advertisement or other commercial solicitation or communication; (iv) is frivolous or offensive; or (v) is otherwise not appropriate for delivery to directors.
The director or directors who receive any such communication will have discretion to determine whether the subject matter of the communication should be brought to the attention of the full Board or one or more of its committees and whether any response to the person sending the communication is appropriate. Any such response will be made only in accordance with applicable laws and regulations relating to the disclosure of information.
The Secretary will retain copies of all communications received pursuant to these procedures for a period of at least one year. The Board will review the effectiveness of these procedures from time to time and, if appropriate, recommend changes.
In addition, anyone who has a concern about the Company's conduct or about the Company's accounting, internal accounting controls or auditing matters may communicate those concerns directly to the audit committee. Such communications may be confidential or anonymous and may be submitted electronically, by phone or in writing to:
The Company’s Ethics Hotline at (844) 977-0002; CDK Global, Inc., 1950 Hassell Road, Hoffman Estates, IL 60169; or online via the Internet at cdkglobal.ethicspoint.com; or
The Legal Department at (847) 397-1700 (ask to speak to the general counsel or other attorney designated to handle ethics matters); or
The audit committee in writing to the attention of the Audit Committee of CDK Global, Inc., 1950 Hassell Road, Hoffman Estates, IL 60169.
CODE OF BUSINESS CONDUCT AND ETHICS
We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to our executive officers, directors, and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions. The Code of Ethics may be viewed on our website at www.cdkglobal.com under “Corporate Governance” in the “Investor Relations” section. In the event we amend or waive any of the provisions of the Code of Ethics applicable to any of our directors, our principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the Exchange Act, we intend to disclose these actions on our website within four business days following the date of the amendment or waiver. No such waivers were made during fiscal 2020.
Our credibility and reputation depend upon the good judgment, ethical standards, and personal integrity of each director, executive officer, and employee and we expect them to conduct themselves with the highest degree of integrity, ethics, and honesty. In order to better protect us and our stockholders, we regularly review our Code of Ethics and related policies to ensure that they provide clear guidance to our directors, executive officers, and employees.

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PROPOSAL 1: ELECTION OF DIRECTORS
CORPORATE HOTLINE
We have established an independent CDK Global Ethics Hotline, utilizing a global internet and telephone information and reporting service, to allow any employee, director, or vendor to confidentially and anonymously: (i) ask questions about our Code of Ethics and other ethics and compliance issues; and (ii) submit a report or complaint about any potential accounting, internal control, auditing, Code of Ethics, or other violation or matter of concern (unless prohibited by local privacy laws in the jurisdiction of the reporting employee, in which case an alternate inquiry and reporting system has been implemented).
CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS
We have adopted a written Related Persons Transactions Policy (the “policy”), which sets forth our policy with respect to the review, approval, ratification, and disclosure of all related person transactions by our audit committee. In accordance with the policy, our audit committee has overall responsibility for implementation of and compliance with the policy. A “related person” means a director, executive officer, or beneficial holder of more than 5% of our outstanding common stock, or any immediate family member of the foregoing, as well as any entity at which any such person is employed, is a partner or principal (or holds a similar position), or is a beneficial owner of a 10% or greater direct or indirect equity interest. Our directors and executive officers must inform our general counsel at the earliest practicable time of any plan to engage in a potential related persons transaction. For purposes of the policy, a “related persons transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are, or will be a participant and the amount involved exceeded, exceeds, or will exceed $120,000 and in which any related person (as defined in the policy) had, has, or will have a direct or indirect material interest. A “related persons transaction” does not include any employment relationship or transaction involving an executive officer and any related compensation resulting solely from that employment relationship that has been reviewed and approved by the Board, the compensation committee, or a group of independent directors performing a similar function. Further, we have determined that “related persons transactions” do not include transactions in which the related person’s interest derives solely from his or her service as a director of another entity that is a party to the transaction.
The policy requires that notice of a proposed related persons transaction be provided to our legal department prior to entry into such transaction. If our legal department determines that such transaction is a related persons transaction, the proposed transaction will be submitted to our audit committee for consideration at its next meeting or, in those instances in which the legal department, in consultation with the Chief Executive Officer or the Chief Financial Officer, determines that it is not practicable or desirable for us to wait until the next audit committee meeting, to the Chair of the audit committee. Under the policy, our audit committee or the Chair of the audit committee, as applicable, may approve only those related persons transactions that: (i) are in our best interests; or (ii) are not inconsistent with our best interests. In the event that we become aware of a related persons transaction that has not been previously reviewed, approved, or ratified under the policy and that is ongoing or is completed, the transaction will be submitted to the audit committee or Chair of the audit committee so that it may determine whether to ratify, rescind, or terminate the related persons transaction.
The policy also provides that the audit committee will review certain previously approved or ratified related persons transactions that are ongoing to determine whether the related persons transaction remains in our best interests and the best interests of our stockholders.
Additionally, we make periodic inquiries of directors and executive officers with respect to any potential related persons transaction of which they, or any of their immediate family members, may be a party or of which they may be aware.
RELATED PERSONS TRANSACTIONS
There were no related persons transactions during fiscal 2020.

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PROPOSAL 1: ELECTION OF DIRECTORS
COMPENSATION OF NON-EMPLOYEE DIRECTORS
The compensation program for non-employee directors is designed to: (i) fairly pay directors for the work required at a company of our size and scope; (ii) align directors’ interests with the long-term interests of our stockholders; and (iii) be simple, transparent, and easy for our stockholders to understand.
OVERVIEW
For the service year beginning immediately after the 2019 Annual Meeting, our non-employee directors received annual compensation (cash + equity) as shown in the table below. There are no additional meeting fees. The Chairman of the Board and the Chairperson of each Board committee receive additional compensation due to the workload and broad responsibilities of these positions.
All non-employee directors
$300,000
Chairman of the Board*
$150,000
Chair of the audit committee*
$20,000
Chair of the compensation committee*
$15,000
Chair of the nominating and governance committee*
$10,000
*
The Chairman's retainer and each committee Chair retainer are paid in addition to the regular retainer amount for all non-employee directors.
FORM AND TIME OF PAYMENT
Of the $300,000 retainer, $185,000 is paid in the form of restricted stock units (“RSUs”) and $115,000 is paid in cash. 100% of the committee Chair compensation is paid in cash. One-half of the additional $150,000 paid to the Chairman is paid in cash and one-half in the form of mandatory deferred stock units (“DSUs”).
Cash retainer payments are paid quarterly in arrears beginning with the quarter following the effective date of appointment, and subsequently, beginning with the quarter following each annual meeting. Each year the first quarterly cash payment must be received as cash, but directors may elect on or about the date of each annual meeting to receive some or all of the remaining three quarterly payments in the form of DSUs. Equity awards, including mandatory and elective DSUs for the coming year, are granted in full on or about the date of each annual meeting.
HOW NON-EMPLOYEE DIRECTOR RSUs WORK
The restricted period with respect to the RSUs lapses on the earlier of one year from the grant date and the date of our next annual meeting of stockholders. Upon the lapse of the restricted period, the RSUs convert to DSUs. No dividends or divided equivalents are paid or earned with respect to RSUs during the restricted period. Non-employee directors do not have any voting rights with respect to their RSUs or the converted DSUs.
HOW NON-EMPLOYEE DIRECTOR DSUs WORK
DSUs are fully vested when credited to a director’s account. When a dividend is paid on our common stock, each director’s account is credited with a dividend equivalent in an amount equal to the cash dividend. When a director ceases to serve on the Board, such director will receive a number of shares of common stock equal to the number of DSUs in such director’s account and a cash payment equal to the dividend equivalents accrued, without interest. Non-employee directors do not have any voting rights with respect to their DSUs.
CHANGES TO DIRECTOR COMPENSATION
The nominating and governance committee periodically (and at least every two years) reviews director compensation and recommends any changes to the Board for approval. In its review, the nominating and governance committee considers information from its independent compensation consultant regarding the amounts and type of compensation paid to non-employee directors at companies within the same peer group used by the compensation committee to assess executive compensation. Based on the recommendation of the nominating and governance committee, the Board last approved an adjustment to director compensation in connection with the

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PROPOSAL 1: ELECTION OF DIRECTORS
2019 review for the service year beginning immediately after the 2019 Annual Meeting. The approval superseded the prior adjustment made immediately after the 2017 Annual Meeting, and increased each non-employee director's base annual compensation by $20,000, all of which was in the form of RSUs. All other compensation remained at the amounts last approved immediately after the 2017 Annual Meeting.
STOCK OWNERSHIP REQUIREMENTS FOR NON-EMPLOYEE DIRECTORS
The stock ownership requirements set forth in the Corporate Governance Guidelines are intended to promote ownership in our stock by our non-employee directors and to align their financial interests more closely with those of our other stockholders. Each non-employee director is required to hold a minimum aggregate level of ownership of our common stock and DSUs while serving as a director, equal to five times the annual cash retainer payable to each director (excluding committee chair retainers, but including the Chairman's retainer, and calculated without regard to DSU elections). RSUs for which the restricted period has not lapsed do not count toward the ownership requirements. Directors will retain any shares of our common stock purchased until this minimum level is reached, taking into account all DSUs received pursuant to their service as a Board member. Each director is expected to attain this ownership threshold within five years from the date of his or her first election to the Board. In addition, non-employee directors are required to hold for at least one year the net shares obtained from exercising stock options after selling sufficient shares to cover the exercise price, taxes, and broker commissions. The number of shares or units that make up the ownership threshold is calculated annually on July 1, and is equal to 5x the then annual cash retainer applicable to each non-employee director described above divided by the simple moving average of CDK's stock price during the last 20 trading days of June. As of July 1, 2020, the non-employee directors had satisfied, or progressed toward, the stock ownership guidelines as follows:

ANTI-HEDGING, ANTI-SHORT SALE, AND ANTI-PLEDGING POLICY
Our Insider Trading Policy prohibits directors, executive officers, and employees from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of our common stock. Our directors, executive officers, and employees are also prohibited from engaging in short sales related to our common stock. The policy also prohibits any pledging of our common stock, including holding common stock in a margin account.

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PROPOSAL 1: ELECTION OF DIRECTORS
DIRECTOR COMPENSATION TABLE FOR FISCAL 2020
The following table presents compensation for our non-employee directors for fiscal 2020.
Name
Fees Earned or
Paid in Cash1 ($)
Stock
Awards2 ($)
Total ($)
Leslie A. Brun
190,000
260,000
450,000
Willie A. Deese
130,000
185,000
315,000
Amy J. Hillman
125,000
185,000
310,000
Stephen A. Miles
115,000
185,000
300,000
Robert E. Radway
115,000
185,000
300,000
Stephen F. Schuckenbrock
57,500
185,000
242,500
Frank S. Sowinski
135,000
185,000
320,000
Eileen J. Voynick
115,000
185,000
300,000
Footnotes:
1.
The fees disclosed include all fees earned or paid in cash during fiscal 2020. For fiscal 2020, these fees comprised: (i) the quarterly Board, committee Chair and incremental Chairman of the Board retainer payments made in July and October of 2019, which represented the final two quarterly payments for the service year that began immediately after the 2018 Annual Meeting; (ii) the quarterly Board and committee retainer payments made in January and April of 2020, which represented the first two quarterly payments for the service year that began immediately after the 2019 Annual Meeting; and (iii) the elective DSUs granted in full in November 2019 to each of the non-employee directors for the service year that began immediately after the 2019 Annual Meeting. For the service year that began immediately after the 2019 Annual Meeting, all of the non-employee directors elected to receive 100% of the elective portion of their retainers in cash except as follows: Mr. Radway (0% cash, 100% DSUs) and Ms. Voynick (80% cash, 20% DSUs).
2.
The stock awards disclosed include the following stock awards granted during fiscal 2020: (i) RSUs granted in November 2019 to each of the non-employee directors for the service year that began immediately after the 2019 Annual Meeting; and (ii) mandatory DSUs granted in November 2019 to the Chairman of the Board for the service year that began immediately after the 2019 Annual Meeting. Stock award compensation amounts reflect the aggregate grant date fair value of the stock awards without regard to forfeitures, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). This amount does not reflect the actual economic value realized by each non-employee director.
As of June 30, 2020, each then current non-employee director held 3,511 RSUs for which the restricted period had not lapsed.
As of June 30, 2020, each then current non-employee director held the following number of DSUs, exclusive of cash-settled dividend equivalents earned: Mr. Brun, 29,793; Mr. Deese, 19,407; Dr. Hillman, 26,542; Mr. Miles, 21,056; Mr. Radway, 23,617; Mr. Schuckenbrock, 12,310; Mr. Sowinski, 19,407; and Ms. Voynick 10,177.
As of June 30, 2020, each then current non-employee director held the following number of outstanding stock options: Mr. Brun, 15,384; Mr. Deese, 15,384; Dr. Hillman, 15,384; Mr. Miles, 0; Mr. Radway, 15,384; Mr. Schuckenbrock, 0; Mr. Sowinski, 15,384; and Ms. Voynick, 0.

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PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
COMPENSATION OF NAMED EXECUTIVE OFFICERS
PROPOSAL 2: AN ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
As discussed in the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement, the Board believes that our long-term success depends in large measure on the talents and efforts of our employees. Our compensation system plays a significant role in our ability to attract, retain, and motivate the highest quality workforce. The principal underpinnings of our compensation system are an acute focus on performance, stockholder alignment, sensitivity to the relevant marketplace, and a long-term orientation.
In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote on an advisory basis, commonly referred to as “say on pay,” to approve the compensation paid to our Named Executive Officers (“NEOs”) as disclosed in the CD&A, the compensation tables and the related narrative disclosure contained in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this proxy statement.
This advisory proposal is not binding on the Board or us. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board, and accordingly, the Board and the compensation committee intend to consider the results of this vote when making determinations in the future regarding NEO compensation arrangements.
Unless the Board modifies its policy on the frequency of say-on-pay votes, a non-binding advisory vote on our executive compensation program will again be included in our proxy statement next year.
Advisory approval of this proposal requires the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting.
The Board recommends that you vote FOR the approval of the compensation of our NEOs because, as discussed in these disclosures, the Board believes that our compensation policies and decisions are effective in incentivizing our NEOs to achieve our short-term and long-term financial and strategic goals. Therefore, the Board recommends that our stockholders adopt the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.”
RESULTS OF 2019 STOCKHOLDER ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
The compensation committee considers the outcome of prior stockholder advisory votes to approve compensation of our NEOs when making future decisions relating to the compensation of the executive officers identified in the CD&A and our executive compensation programs and policies.
At the 2019 Annual Meeting, stockholders expressed their support of our fiscal 2019 executive compensation programs with approximately 92% of the votes cast for approval of the “say on pay” proposal. The compensation committee believes that the voting outcome conveyed our stockholders’ support for the philosophy, strategy and objectives of our executive compensation programs, and as a result the compensation committee did not make any material changes to the structure of our program.

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PROPOSAL 2: AN ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis describes our compensation philosophy and summarizes the material components of our fiscal 2020 executive compensation program for our NEOs. Our NEOs for fiscal 2020 were:
Brian Krzanich, President, Chief Executive Officer and Director;
Joseph A. Tautges, Executive Vice President, Chief Financial Officer;
Mahesh Shah, Executive Vice President, Chief Product and Technology Officer;
Amy W. Byrne, Executive Vice President, Chief Human Resources & Communications Officer; and
Lee J. Brunz, Executive Vice President, General Counsel and Secretary.
EXECUTIVE SUMMARY
Overall Executive Compensation Philosophy
We believe that executive compensation should be designed to create a direct link between performance and stockholder value. To align the interests of our executives with those of our stockholders, the compensation committee has designed our executive compensation program with a substantial emphasis on variable compensation, which ties the earned compensation of our executives to the annual and long-term performance of the Company as measured by financial and strategic accomplishments as well as changes in stockholder value. The five principles that guide our decisions involving executive compensation within this program are that an executive’s compensation should be:
based on (i) our overall performance and (ii) the executive’s individual performance;
closely aligned with the short-term and long-term financial and strategic objectives that build sustainable long-term stockholder value;
competitive, in order to attract and retain executives critical to our long-term success;
consistent with high standards of corporate governance and best practices; and
designed so as not to encourage executives to take excessive risks or behave in ways that are inconsistent with our strategy or our high ethical standards.
Our compensation programs are designed so that target pay reflects the market for the executive’s skills and experience, and relative levels of responsibility among our key executives. In addition, the proportion of pay tied to operating performance and changes in stockholder value varies directly with executives’ levels of responsibility and accountability to stockholders. We assign all executives to pay grades by comparing their position-specific duties and responsibilities with market data and our internal management structure. Each pay grade has ranges for base salary, total annual cash compensation, and annual equity grants. Executives are positioned within these ranges based on a variety of factors, most notably their experience and skill set and their performance over time.
We design our performance-based compensation so that actual, realized compensation will vary relative to the target award opportunity based on performance. As such, actual compensation amounts may vary above or below targeted levels depending on our overall performance and the achievement of individual performance goals. We have adopted this compensation design to provide meaningful incentives for our key executives to achieve superior results. We also believe that it is important for our executive officers and other senior executives to have an ongoing long-term investment in us as outlined in this proxy statement under “Stock Ownership Guidelines.”

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Fiscal 2020 Results
Fiscal 2020 was a year of navigating unprecedented business conditions and, in the face of extraordinary global disruption and uncertainty, a year of demonstrating our commitment to our customers, employees and stockholders. It was a commitment not just to get through the global crisis, but to emerge stronger and more resilient and well positioned to deliver on our long term strategy of growth and value creation. To do so, CDK took the following actions in response to the COVID-19 pandemic:
We stepped up to help our customers through uninterrupted delivery of our software solutions, through the release of new products and enhancements to help dealers provide a more digital car buying experience, and through significant pricing concessions, including discounts and credits during the fourth quarter.
We kept paramount the health and safety of our employees and they demonstrated resilience and agility in their response to the challenges presented by the COVID-19 pandemic.
We maintained our capital allocations to the Fortellis Automotive Commerce Exchange (“Fortellis”), the foundation of our open technology platform for automotive commerce, Drive Flex, a cloud-based next generation DMS, and our business process modernization program, designed to improve efficiency and customer satisfaction.
During this time we also amended our credit agreements to bolster our healthy liquidity position, and we maintained capital discipline, which contributed to strong free cash flow generation in fiscal 2020.
Finally, our president and CEO, Mr. Krzanich, voluntarily decided to forgo all but $0.24 of his salary during the fourth quarter and his entire annual incentive cash bonus for fiscal 2020.
Even given the challenges that the industry faced and the support we gave our customers, our performance during fiscal 2020 highlighted the strength and resilience of our business. We further believe that our investment strategy will continue to provide the solutions and capabilities necessary to achieve our long-term goals of integrating and innovating across our product portfolio and creating long-term growth and value for all our stakeholders.
CDK Global, Inc.
($ million except per share)
FY 2020

Change from
2019
Revenues
$1,960.1
+2%
Diluted earnings attributable to CDK per share
1.70
+73%
Adjusted diluted earnings attributable to CDK per share
3.17
-5%
Net earnings attributable to CDK
207.5
+67%
Adjusted EBITDA
750.9
-3%
The non-GAAP (adjusted) results presented in this table represent non-GAAP financial measures. Reconciliations of these measures to the most directly comparable GAAP measures are provided in the tables in the Company’s Annual Report on Form 10-K for fiscal 2020.
Fiscal 2020 Executive Compensation Highlights
Annual Incentive Cash Bonus
We provide an annual incentive cash bonus to align each senior executive's interests with our stockholders’ interests, and to reinforce key strategic initiatives and encourage superior individual performance. For fiscal 2020, incentive bonus achievement was based on three core corporate performance measures, an Organizational Health goal that was designed to drive a more performance oriented culture, and various individual performance measures. Each of the measures is capped at 200% of target. The specific measures and targets (and the weighting that was placed on each), are as follows:
1.
Corporate Performance Measures, weighted 80%
a.
fiscal 2020 adjusted EBITDA growth (45%);
b.
fiscal 2020 adjusted Global Revenue growth (30%);

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c.
fiscal 2020 Global Sales (15%); and
d.
Organizational Health (10%)
2.
Individual Performance Measures, weighted 20%
In August 2020, the compensation committee reviewed the Company’s performance and approved the results of the corporate performance measures which resulted in overall financial performance achievement at 39.1%. While we were on track to achieve or exceed all of the financial performance measure targets through the third quarter, the impact of the COVID-19 pandemic, including the impact of customer discounts and credits in response to the COVID-19 pandemic ultimately resulted in achievement below targets. The calculation of our fiscal 2020 bonus plan is described in more detail below under “Annual Incentive Cash Bonus Program - Fiscal 2020 Financial Results.”
Long Term Equity Incentive Compensation
Settlement of Fiscal 2018 Performance Stock Units
The NEOs, with the exception of Messrs. Krzanich, and Shah, were awarded performance-based stock units (“PSUs”) at the beginning of fiscal 2018 (the “fiscal 2018 PSUs”), which had a three-year performance period that ran from July 1, 2017, to June 30, 2020. The fiscal 2018 PSUs were settled at 50% of target based on achievement of our financial goals at 67% and further modified by 75% for our TSR ranking in our peer group. Additional details regarding the settlement of the fiscal 2018 PSUs are provided below under “Compensation Review and Determination - Long-Term Equity Incentive Compensation - Performance-Based Stock Units.”
Grants of Fiscal 2020 Performance Stock Units, Restricted Stock Units and Stock Options
For fiscal 2020, our NEOs received long-term equity compensation in the form of PSUs for 70% of their total award value. In order to better align our mix of equity compensation grant types with those of our peer group, the remaining 30% consisted of stock options with pro rata annual vesting over three years for the Chief Executive Officer and time-based restricted stock units (“RSUs”) with pro rata annual vesting over three years for the other NEOs. The compensation committee believes that utilizing a mix of award types balances the dual goals of incentivizing the revenue and profit growth of our business over an extended period while also providing for retention during a period of transformation.
The PSUs granted to NEOs during fiscal 2020 (“fiscal 2020 PSUs”) cliff vest at the end of a three-year performance period based on actual achievement of performance goals. For fiscal 2020, the compensation committee approved changing the design of the Company's PSU awards to consist of three individual fiscal year performance periods that comprise the three-year performance period, with respect to the PSUs based on financial measures. The total shareholder return (“TSR”) modifier continues to be measured over the three-year performance period against the S&P Software & Services Select Index. At the end of the three-year performance period the financial results of each one-year performance period are averaged and then modified by the three-year TSR result. This change addresses uncertainty around setting long-term goals, and will aid in retention of our NEOs by creating better line of sight in efforts to achieve the performance goals each year, while maintaining a link to shareholder value over the full three-year performance period. Under this design, only the first year of the PSU is deemed granted as the compensation committee has approved financial measures for only fiscal 2020. The Summary Compensation Table reflects the value of only the first year of the PSU grants. The PSU values in the Summary Compensation Table in subsequent years will increase as the compensation committee approves the financial measures for those years.

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FISCAL 2020 TOTAL DIRECT COMPENSATION
Elements of Compensation
The following table summarizes the major elements of our fiscal 2020 executive officer compensation programs:
Compensation Element
Objectives
Key Characteristics
Base Salary
To provide a fixed amount for performing the duties and responsibilities of the position
Determined based on overall performance, level of responsibility, pay grade, competitive compensation data, and comparison to our other executives
Annual Incentive Cash Bonus
To motivate executive officers to achieve Company-wide and individual performance goals
80% of bonus opportunity based on corporate financial objectives, 20% based on individual strategic objectives
Financial objectives and targets aligned with business strategy to grow revenue, increase margins, improve company culture
Annual cash bonus payout range of 0-200%
PSU Awards
To motivate executive officers to achieve certain longer-term goals and create long-term alignment with stockholders
PSUs represent 70% of long-term incentive grant value
Granted annually based on pay grades and individual performance
Based on a three-year performance period consisting of three one-year performance periods based on each fiscal year, subject to a three-year TSR modifier
Performance measures are aligned with the business transformation plan
For the three-year performance period, our TSR will be compared to the S&P Software & Services Select Index, which can adjust the PSU award (upward or downward) and thereby focus executives to drive long-term value to stockholders
PSUs have a payout range of 0-260% of target, including the TSR modifier
RSU Awards
Time-based awards to increase retention of executive officers
RSUs represent 30% of long-term incentive grant value for NEOs other than the Chief Executive Officer
Granted annually based on pay grades and individual performance
Grants vest in equal annual installments over three years
Stock Options
To align the interests of executive officers with long-term stockholders’ interests and ensure that realized compensation occurs only when there is an increase in stockholder value
Stock options represent 30% of the Chief Executive Officer's long-term incentive grant value
Grants vest in equal annual installments over a defined time period, typically three or four years

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Mix of Compensation
Consistent with a pay-for-performance philosophy, the fiscal 2020 mix of compensation for Mr. Krzanich and the other NEOs was structured so that a significant portion of their total compensation is at-risk and paid based on meeting certain performance goals. The mix of target total direct compensation (base salary, cash bonus, and long-term incentive awards) for fiscal 2020 was designed to deliver the following approximate proportions of total compensation to Mr. Krzanich and the other NEOs (on average) if Company-wide and individual target levels of performance are achieved. Mr. Krzanich’s higher portion of at-risk compensation reflects his greater responsibility for overall Company performance.
Chief Executive Officer and NEO Total Direct Compensation Mix at Target

1
The total direct compensation mix for Mr. Krzanich includes (i) his full annual base salary for fiscal 2020 even though he voluntarily limited his base salary to $0.24 for our fiscal 2020 fourth quarter, and (ii) his annual incentive cash bonus at target which he voluntarily chose to forgo, prior to the start of our fiscal 2020 fourth quarter, due to the COVID-19 pandemic. The PSU percentages for the CEO and the NEOs represent the full plan design target award value as of September 12, 2019, as opposed to the grant date fair value of the first one-third of the award disclosed below in the Summary Compensation Table.
GOOD GOVERNANCE AND BEST PRACTICES
We are committed to ensuring that our compensation programs reflect principles of good governance. The following practices are key aspects of our compensation program:
What We Do
What We Don’t Do
Structure a majority of pay to be performance-based
Permit employees to hedge, short-sell, or pledge our common stock
Mitigate undue risk in compensation programs
Reprice or buy out underwater stock options without stockholder approval
Include clawback provisions in our cash and equity incentive programs
Grant discounted stock options
Maintain stock ownership guidelines, including holding requirements to encourage share ownership by executives
Gross up employees for taxes under Internal Revenue Code (the “Code”) Sections 280G or 409A
Include “double-trigger” treatment on change in control payments made under the Change in Control Plan
Pay current cash dividends on unearned PSUs or unvested RSUs
Provide limited perquisites
Provide multi-year guaranteed bonuses or equity
Engage an independent compensation consultant
 

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COMPENSATION REVIEW AND DETERMINATION
Role of the Compensation Committee
The compensation committee oversees and administers our executive compensation programs. Before the start of the fiscal year the compensation committee reviews the executive compensation program, considers what modifications are appropriate to adapt to changes in market conditions, the Company's experience with attracting and retaining executive talent, and alignment with the strategic priorities of the business, and then establishes base salaries, target annual cash bonus opportunities, and long-term incentive awards for executives and other eligible employees.
The compensation committee examines compensation data detailing the amounts and mix of base salary, cash bonus, and long-term equity incentives for each of the NEOs, which compare the amounts and mix to competitive compensation levels. We generally target base salary, annual cash bonus, and long-term equity incentives at the median of competitive compensation levels, but will set targets above or below the median when warranted in the judgment of the compensation committee. The degree to which target compensation ranges are above or below the median competitive rate is based on a variety of factors, including each executive’s skill set, performance, and experience relative to market peers. Executives who are new in their roles and therefore less experienced than market peers are typically positioned lower in the range, whereas executives with a long tenure in their role may be positioned higher in the range.
Role of the Compensation Adviser
Our compensation committee has engaged FW Cook as its independent external advisor to provide assistance with the design of our compensation programs regarding the amount and types of compensation that we provide our executives, and how these compare to peer company compensation practices. In June 2019, FW Cook examined the competitiveness of senior executive compensation levels and the Company’s aggregate share usage, dilution, and fair value cost of long-term incentives for all participants, which was used for setting fiscal 2020 target total compensation.
Representatives of FW Cook attend meetings of the compensation committee as requested and may also communicate with the Chair of the compensation committee outside of meetings. As part of its ongoing support to our compensation committee, FW Cook also reviews executive compensation disclosures, reviews and provides comments on changes to the committee’s charter, advises on emerging trends and the implications of regulatory and governance developments, and reviews and provides commentary on materials and proposals prepared by management that are presented at the committee’s meetings. FW Cook also advises our nominating and governance committee on director compensation and conducts biennial competitive reviews of director compensation.
Role of Competitive Market Data
Survey Market Data
With respect to the total cash and long-term incentive compensation for our Chief Executive Officer and other NEOs, the compensation committee reviews competitive compensation market data based on compensation surveys reflecting the pay practices of publicly traded companies and our compensation peer group, discussed below. For fiscal 2020, the surveys used were the Willis Towers Watson U.S. General Industry Executive Database, the Aon Hewitt U.S. Total Compensation Measurement Executive Survey, and the Radford Global Technology Survey. In benchmarking compensation levels against the survey data, the compensation committee considered only the aggregated survey data, and the identity of the companies included in the survey data is not disclosed to, or considered by, the compensation committee in its decision-making process. The companies included were based on a revenue range such that the median company revenue approximates the annual revenue for CDK Global or the executive’s business unit, as appropriate. In setting target compensation for the NEOs, the compensation committee also considers the executive’s total compensation for the previous year and internal comparisons of total compensation to our other executive officers.

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Peer Companies
For fiscal 2020, the compensation peer group was unchanged from last year and consisted of companies that are of a similar business model to CDK (including B-to-B operations and back-office services), that are of similar size to CDK based on revenue and market capitalization. The compensation committee also considered the peer groups identified by prominent proxy advisory firms and the peer groups used by our peers. The following companies made up our peer group for fiscal 2020 compensation decisions:
Adobe, Inc
Alliance Data Systems Corporation
ANSYS, Inc.
Autodesk, Inc.
AutoNation, Inc.
CA, Inc.1
Cadence Design Systems, Inc.
CoStar Group, Inc.
Gartner, Inc.
Group 1 Automotive, Inc.
Intuit Inc.
LiveRamp Holdings, Inc (formerly known as Acxiom)
Open Text Corporation
Red Hat, Inc.
ServiceNow, Inc.
SS&C Technologies Holdings, Inc.
Synopsys, Inc.
Teradata Corporation
Total System Services, Inc.
Verint Systems Inc.
Zillow Group, Inc.
 
1
CA, Inc. acquired by Broadcom in November 2018.
With the announcement of the divestiture of our Digital Marketing business, FW Cook conducted an independent review to determine whether the current peer companies remain reasonable for competitive comparison purposes and continue to reflect the Company's evolving business operations. FW Cook recommended removing CA, Inc, Red Hat, Total System Services, LiveRamp, Adobe Systems, and Zillow. FW Cook recommended adding Citrix Systems, CoreLogic, PTC, RealPage, and Workday. The compensation committee approved the changes in February 2020. As a result, the new peer group for fiscal 2021 compensation decisions will consist of 20 companies that are representative of CDK's evolving business operations.
Role of Management
The Chief Executive Officer provides recommendations to the compensation committee with respect to each NEO's overall performance and actual achievement against performance objectives, and in the determination of each NEO's compensation, other than his own. The compensation committee takes the Chief Executive Officer’s general input into consideration when reviewing and approving compensation for NEOs other than the Chief Executive Officer.
The Chief Executive Officer and Chief Human Resources Officer participate in the development of the performance criteria measures and any plan design changes for our annual bonus and equity plans. The Chief Human Resources Officer incorporates any plan design changes and presents proposed compensation matters to the compensation committee for its review and approval.

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CASH COMPENSATION
Base Salary
Base salaries represent fixed amounts paid to each executive for performing their normal duties and responsibilities. For fiscal 2020, the compensation committee determined the amount based on the executive’s overall performance in prior years, level of responsibility, pay grade, competitive positioning, and comparison to our other executives. Based on these criteria, our NEOs received the following annual salary increases in fiscal 2020:
Named Executive Officer
Fiscal 2019 Salary ($)
Increase
Fiscal 2020 Salary ($)1
Krzanich, Brian M.
1,000,000
—%
1,000,000
Tautges, Joseph A.
680,000
5.9%
720,000
Shah, Mahesh
600,000
1.7%
610,000
Byrne, Amy W.
380,000
5.3%
400,000
Brunz, Lee J.
415,000
3.6%
430,000
1.
Mr. Krzanich's base salary is set per the terms of his employment agreement. His fiscal 2020 base salary excludes the impact of his voluntary decision to forgo all but $0.24 of his base salary during for the fourth quarter of fiscal 2020 in response to the COVID-19 pandemic.
Annual Incentive Cash Bonus Program
Program Design
The NEOs are eligible to earn an annual incentive cash bonus as a way to align each NEO's interests with our stockholders’ interests, and to reinforce key strategic initiatives and encourage superior individual performance. Potential payouts are capped at 200% of target based on actual performance against corporate and individual performance measures. There is no minimum payment level, and the corporate performance portion of the annual incentive cash bonus is forfeited if all of the financial threshold performance measure goals are not achieved. When making final payout determinations, the compensation committee may exercise discretion to award something other than the bonus amount based on both actual corporate performance measures and individual goal achievements.
Each year the compensation committee approves certain performance measures aligned with the key components of our operational and strategic success and the degree to which the Chief Executive Officer and the other NEOs have responsibility for overall performance results. For fiscal 2020, incentive bonus achievement was based on: (i) three core financial corporate performance measures; (ii) a newly introduced organizational health corporate performance measure that facilitates collaborative engagement around a common objective; and (iii) individual performance measures designed to enhance focus on each NEOs specific business objectives, such as operational objectives, strategic initiatives, succession planning, and talent development, which are important to the long-term success of the Company. The specific performance measures and the weighting that was placed on each, are as follows:
1.
Corporate Performance Measures, weighted 80%
a.
fiscal 2020 adjusted EBITDA growth (45%);
b.
fiscal 2020 adjusted Global Revenue growth (30%);
c.
fiscal 2020 Global sales (15%); and
d.
Organizational Health (10%)
2.
Individual Performance Measures, weighted 20%

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The corporate performance measures are defined and explained in greater detail as follows:
Corporate Performance Measures1
Calculation
Rationale for Measure
Adjusted EBITDA Growth (%)2
The percentage difference between adjusted EBITDA for fiscal 2020 and adjusted EBITDA for fiscal 2019
Encourages efficient operations and resource allocations in order to maximize earnings relative to the revenue growth
Adjusted Global Revenue Growth (%)3
The percentage difference between adjusted global revenues for fiscal 2020 and adjusted global revenues for fiscal 2019
Reflects top-line financial performance, which is a strong indicator of our long-term ability to drive stockholder value
Global Sales ($)4
The dollar value of Global Sales (the Company's internal unit of measure that estimates the one-year value of sales transactions) for fiscal 2020
In-year new business and indicator of revenue trajectory for future periods
Organizational Health
Percentage completion of goal setting in the first quarter, and completion of multiple performance and development conversations between managers and their employees
To drive a performance oriented culture
1
While financial results are reported in accordance with GAAP, financial performance measure targets and results under incentive plans are sometimes based on non-GAAP or adjusted financial measures. The financial results, whether GAAP or non-GAAP, may be further adjusted as permitted by those plans and approved by the compensation committee. The compensation committee reviewed GAAP to non-GAAP adjustments and any other adjustments to ensure performance took into account the way the goals were set and executive accountability for performance. These measures and the related performance targets are relevant only to our executive compensation program and should not be used or applied in other contexts.
An explanation of how management uses adjusted measures and the reasons why management views such measures as providing useful information for investors can be found in our fiscal 2020 Annual Report on Form 10-K. Our adjusted financial measures should be viewed in addition to, and not as an alternative to, financial results prepared in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from the Company’s results should be carefully evaluated.
2
Adjusted EBITDA is net earnings from continuing operations attributable to CDK Global excluding the impact of foreign exchange by calculating revenues and earnings at budget rates for the current year, as adjusted by those adjustments disclosed in our Annual Report on Form 10-K, the Company-wide impact on bonus funding, and other adjustments permitted by the Company's 2014 Omnibus Award Plan (the “2014 Plan”), established by the compensation committee at adoption, and subsequently approved by the compensation committee following the completion of the performance period.
3
Adjusted Global Revenue is the revenue from continuing operations excluding the impact of foreign exchange by calculating revenues at budget rates for the current year, as adjusted by those adjustments disclosed in our Annual Report on Form 10-K, and other adjustments permitted by the 2014 Plan, established by the compensation committee at adoption, and subsequently approved by the compensation committee following the completion of the performance period.
4
The Company does not disclose its internal formula used to calculate Global Sales because this information is not otherwise publicly disclosed by the Company, and the Company believes it would cause competitive harm to do so in this proxy statement. Global Sales targets may vary from year-to-year based on the sales function's annual objectives and may be impacted by factors such as the weighting of customer retention versus new customer growth in a specific year. After careful consideration, the compensation committee determined that it was appropriate to set the Threshold, Target, and Maximum levels for Global Sales at levels lower than the prior fiscal year, but consistent with the Company’s fiscal 2020 operating plan approved by the Board, 2020 financial outlook, and customer retention strategy. Consistent with the other financial targets, Global Sales targets were set at levels necessary to drive stockholder value.

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Design Changes for Fiscal 2020
The terms of the fiscal 2020 annual incentive cash bonus program remained largely consistent with those of the program from the prior year, subject to the following two adjustments:
Due to the announced divestiture of our Digital Marketing business, the compensation committee replaced adjusted Core Auto Software Revenue Growth with adjusted Global Revenue Growth for purposes of measuring revenue; and
the compensation committee introduced an organizational health goal to drive a more performance oriented culture based on our newly introduced performance management system, which it believes will ultimately improve the performance of the Company overall and deliver positive results to our stockholders.
Fiscal 2020 Financial Results
As reflected in the table below, the effect of the COVID-19 pandemic on the global economy and the actions taken by the Company to support its customers in response to the COVID-19 pandemic had a significant impact on the achievement of our fiscal 2020 bonus targets. In August 2020, the compensation committee reviewed and determined performance (with no modification or adjustment for the impact of the COVID-19 pandemic) against the corporate performance measures, calculated as of June 30, 2020, as follows:
Financial Performance Measure
Weight
Threshold
(50% of
Target)
Target
Maximum
(200% of
Target)
Results
Percentage of Target
Annual Incentive
Funded
Adjusted EBITDA Growth (%)
45%
—%
4.0%
5.8%
(2.9)%
—%
Adjusted Global Revenue Growth (%)
30%
3.0%
5.5%
7.0%
2.8%
—%
Global Sales ($) millions
15%
$204.0
$256.0
$358.0
$288.9
19.9%
Organizational Health
10%
75%
85%
100%
98.8%
19.2%
Total
100%
39.1%
Discussion of Individual Performance Measures
With respect to performance against the Individual Performance Measures, the compensation committee evaluated Mr. Krzanich's performance during an executive session held in August 2020. The evaluation included an analysis of Mr. Krzanich's performance against all of his Individual Performance Measures, which included defining a long-term strategy for the Company; identifying and executing strategic mergers, acquisitions and divestitures; retaining customers; and establishing the right organization design and leadership talent to achieve our strategic objectives. As Mr. Krzanich voluntarily elected in March 2020 to forgo his entire fiscal 2020 annual bonus due to the COVID-19 pandemic, the compensation committee determined that Mr. Krzanich achieved his goals but an actual Individual Performance Measures achievement percentage was not provided.
As the Chief Executive Officer, Mr. Krzanich evaluated the performance of the other executive officers and presented his recommendations to the compensation committee in August 2020 based on those evaluations. The evaluations included an analysis of each officer's performance against his or her Individual Performance Measures, which are intended to be differentiated performance measures. After discussion, the compensation committee determined the degree of attainment of the Individual Performance Measures. The results of these evaluations and selected Individual Performance Measures for the other NEOs are summarized below:
Mr. Tautges.The compensation committee determined that Mr. Tautges' Individual Performance Measures were achieved at 140%. Mr. Tautges' Individual Performance Measures were focused on implementing CDK's quote to cash ERP project, which included: establishing governance processes, simplification of the product catalog, reductions in the initial quote turnaround time, roll-out of new invoice format, and improved invoice accuracy rate.
Mr. Shah.The compensation committee determined that Mr. Shah's Individual Performance Measures were achieved at 140%. Mr. Shah's Individual Performance Measures included: management of the R&D net budget, revenue growth in our Fortellis platform, and increases in our Drive Flex active base.

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Ms. Byrne. The compensation committee determined that Ms. Byrne's Individual Performance Measures were achieved at 140%. Ms. Byrne's Individual Performance Measures included: development and implementation of CDK's corporate values, elevating the CDK brand as an employer of choice, and advancement of HR practices and systems.
Mr. Brunz. The compensation committee determined that Mr. Brunz's Individual Performance Measures were achieved at 140%. Mr. Brunz's Individual Performance Measures included: protecting CDK interests by managing priority legal threats, drive strategic merger, acquisition and divestiture opportunities, drive the execution of the Digital Marketing divestiture, and deliver on fiscal 2020 vendor cost savings projects.
Based on the findings of these performance evaluations, the compensation committee evaluated performance against the non-financial measures for the NEOs to determine the overall level of achievement in the table below. We do not disclose detailed Individual Performance Measure goals for each NEO out of concern for competitive harm.
Named Executive Officer
Actual
Performance
as a
Percentage of Target (%)
Weight (%)
Percentage of
Target Annual
Incentive Funded
Krzanich, Brian M.
—%
20%
—%
Tautges, Joseph A.
140%
20%
28%
Shah, Mahesh
140%
20%
28%
Byrne, Amy W.
140%
20%
28%
Brunz, Lee J.
140%
20%
28%
Fiscal 2020 Annual Incentive Cash Bonus Payouts
Based on the fiscal 2020 financial and non-financial level of performance, the calculated annual incentive results for the NEOs under the annual incentive cash bonus program was 59.3% of target. The calculated annual incentive awards are reflected in the table below.

Fiscal 2020 Annual Incentive Cash Bonus Program Payout
Percentage of Target Annual Incentive Payout
Named Executive Officer
Annual
Base
Salary
($)
Annual
Incentive
Target
(%)
Financial
Measures
Weight
(%)
Financial
Measures
Results
(%)
Non-
Financial
Measures
Weight
(%)
Non-
Financial
Measures
Results
(%)
As % of
Target
Annual
Incentive
(%)
Actual Payout1
Krzanich, Brian M.
1,000,000
150%
80%
—%
20%
—%
—%
Tautges, Joseph A.
720,000
80%
80%
39.1%
20%
140%
59.3%
341,453
Shah, Mahesh
610,000
80%
80%
39.1%
20%
140%
59.3%
289,286
Byrne, Amy W.
400,000
60%
80%
39.1%
20%
140%
59.3%
142,272
Brunz, Lee J.
430,000
60%
80%
39.1%
20%
140%
59.3%
152,942
1.
Mr. Krzanich voluntarily elected to forgo his entire fiscal 2020 annual incentive cash bonus due to the COVID-19 pandemic.
LONG-TERM EQUITY INCENTIVE COMPENSATION PROGRAMS
We believe that long-term incentive compensation is a significant factor in attracting and retaining key executives and in aligning their interests directly with the interests of our stockholders. For fiscal 2020, for NEOs other than the Chief Executive Officer, the compensation committee approved long-term incentive awards to be granted as a mix of PSUs and RSUs. The compensation committee approved the use of RSUs to continue to increase the retention impact of our program during a time of transformation, and improve the external market competitiveness of our

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program by aligning with the more prevalent time-based equity grant type found in our compensation peer group. The compensation committee will continue to be able to grant stock options where it deems appropriate, for example, the grant made to Mr. Krzanich included stock options.
The Company's fiscal 2020 long-term equity incentive compensation for its executives consisted of a grant of PSUs for 70% of total award value, which cliff vest at the end of a three-year performance period based on actual achievement of performance goals set at the time of the grant, and for NEOs other than the Chief Executive Officer, a grant of RSUs for the remaining 30% of total award value, which have pro rata annual vesting over three years. Each executive officer is awarded a target dollar value of PSUs and, other than in the case of Mr. Krzanich, a dollar value of RSUs. The target dollar value of PSUs and dollar value of RSUs are converted into a number of units of the respective award by dividing the awarded dollar value by the closing stock price of the Company's stock on the date of grant. The dollar value of Mr. Krzanich's stock options grant is calculated by dividing the awarded dollar value by the fair value of the grant as determined by a binomial option-pricing model.
The compensation committee selected these awards because they ensure that the overall long-term incentive program is tied closely to changes in stockholder value and the degree to which critical operating objectives are attained while also supporting our talent attraction and retention objectives. The compensation committee may also from time to time grant discretionary awards of time-based restricted stock and RSUs. These awards are for special situations and are not considered in the target allocation of total long-term incentive compensation.
The quantity of awards granted during fiscal 2020, which includes target fiscal 2020 PSUs, fiscal 2020 RSUs for NEOs other than Mr. Krzanich, and stock options for Mr. Krzanich, are summarized in the table below (the fair market value of these awards can be found in the “Grants of Plan-Based Awards” Table on page 45 of this proxy statement):
Named Executive Officer
Target Fiscal
2020 Target
PSUs1
Fiscal 2020
RSUs2
Fiscal 2020
Stock Options3
Krzanich, Brian M.
185,656
333,629
Tautges, Joseph A.
33,418
14,322
Shah, Mahesh
22,278
9,548
Byrne, Amy W.
16,709
7,161
Brunz, Lee J.
14,852
6,365
1.
The quantity of target fiscal 2020 PSUs reflects the entire grant for the full three-year vesting period. A description of the financial performance objectives for year one of the three-year vesting period for the fiscal 2020 PSUs is described below in this section under - Performance-Based Stock Units.
2.
The RSUs awards for fiscal 2020 vest in equal installments on the first three anniversaries of the grant date.
3.
Mr. Krzanich's stock options consists of time vested stock options that vest in equal installments on each of the first three anniversaries of the grant date.
Performance-Based Stock Units
We granted fiscal 2020 PSUs to all of our officers based upon their pay grades, and for officers other than the Chief Executive Officer, based on input from the Chief Executive Officer to the compensation committee. For fiscal 2020, we changed the PSU design to consist of three individual one-year performance periods for the financial component, while maintaining a full three-year period for the TSR component. Financial goals for each one-year performance period are set at the beginning of each fiscal year. The fiscal 2020 PSUs vest on June 30, 2022. We believe that this program is aligned to our business transformation plan to grow revenues and create shareholder value and further the Company's long-term financial goals by aligning the compensation of our key executives with our long-term operating performance, creating commonality of interest between executives and stockholders, and supporting our talent retention objectives.
Potential payouts for the fiscal 2020 PSUs can range from 50% to 200% of target for threshold and maximum performance respectively. If threshold performance is not achieved, the PSUs will be forfeited. The number of PSUs earned is subject to further adjustment (increase or decrease) depending on the TSR of our common stock during the three-year performance period compared against the S&P Software & Services Select Index peer group which can increase the maximum payout to 260% of target.

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PROPOSAL 2: AN ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
The compensation committee approved the fiscal 2020 PSU program in September 2019 and the impact of relative TSR on the award payout. In September 2019, the compensation committee also established adjusted global revenue growth and adjusted diluted EPS performance measure goals and award ranges for fiscal 2020 under the PSU program. Our adjusted global revenue growth for fiscal 2020 was 2.8%, which resulted in an earned award level for the fiscal 2020 performance year in the amount of 0% of target. Our adjusted diluted EPS for fiscal 2020 was $3.19, which also resulted in an earned award level for the fiscal 2020 performance year in the amount of 0% of target. The following table shows the annual performance measure goal targets, results and award levels achieved for fiscal 2020, as a percentage of target:
 
Performance Measure Goals
 
Fiscal 2020 (Year 1)1
Fiscal 2021 (Year 2)
Fiscal 2022 (Year 3)
 
Performance
Goal
Achievement
Percentage
Adjusted Global
Revenue Growth (%)
Goal
(75% weight)2
Adjusted Diluted
EPS Goal
(25% weight)3
To be Established
during Fiscal 2021
To be Established
during Fiscal 2022
Threshold
50%
3.0%
$3.32
Target
100%
5.5%
$3.43
Max
200%
7.0%
$3.50
Actual
2.8%
$3.19
TSR Modification to PSU
TSR Percentile (%ile) Rank
PSU Modification to Financial Results
> 75th %ile
+30%
66th to 75th %ile
+20%
56th to 65th %ile
+10%
45th to 55th %ile
No change
35th to 44th %ile
-10%
25th to 34th %ile
-20%
< 25th %ile
-30%
1
While financial results are reported in accordance with GAAP, financial performance measure targets and results under incentive plans are sometimes based on non-GAAP or adjusted financial measures. The financial results, whether GAAP or non-GAAP, may be further adjusted as permitted by those plans and approved by the compensation committee. The compensation committee reviewed GAAP to non-GAAP adjustments and any other adjustments to ensure performance took into account the way the goals were set and executive accountability for performance. These measures and the related performance targets are relevant only to our executive compensation program and should not be used or applied in other contexts.
2
Adjusted Global Revenue is the combined revenue from continuing operations of our CDK North America and CDK International segments excluding the impact of foreign exchange by calculating revenues and earnings at budget rates for the current year, as adjusted by those adjustments disclosed in our Annual Report on Form 10-K, and other adjustments permitted by the 2014 Plan, established by the compensation committee at adoption, and subsequently approved by the compensation committee following the completion of the performance period.
3
Adjusted Diluted EPS is Diluted EPS excluding the impact of foreign exchange by calculating revenues and earnings at budget rates for the current year, as adjusted by those adjustments disclosed in our Annual Report on Form 10-K, and other adjustments permitted by the 2014 Plan, established by the compensation committee at adoption, and subsequently approved by the compensation committee following the completion of the performance period
After the conclusion of the three-year performance cycle the results of each of the three individual one-year performance periods will be averaged to determine the overall performance goal achievement percentage. The compensation committee will confirm the final overall achievement percentage, which will be modified based on the three-year TSR results for the performance period. The PSU award earned will also be credited with dividend equivalents from the grant date of the target award until the issuance date, assuming all dividends were reinvested in our stock at the time dividends are paid. The PSUs earned will be paid in the form of shares of our common stock following the conclusion of the three-year performance period.

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PROPOSAL 2: AN ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
Settlement of Fiscal 2018 PSUs
The NEOs, with the exception of Messrs. Krzanich, and Shah, were awarded fiscal 2018 PSUs, which had a three-year performance period that ran from July 1, 2017, to June 30, 2020. Performance goals for the period were approved by the compensation committee in September 2016, the same meeting at which the compensation committee approved the fiscal 2017 PSU goals. The compensation committee approved both PSU plans in September 2016 to further align our executive officers' incentives through the completion of the business transformation plan and to allow for a balanced focus on our operational growth with strategic flexibility.
The fiscal 2018 PSU goals consisted of:
i.
fiscal 2018 adjusted EBITDA margin (weighted 1/3); and
ii.
adjusted EBITDA growth for fiscal 2019 to fiscal 2020 (weighted 2/3).
The number of PSUs earned was subject to further adjustment depending on the TSR of our common stock during the performance period compared against a performance peer group of companies in similar Global Industry Classification Standard (“GICS”) codes, as well as digital advertising and marketing companies. The TSR adjustment is interpolated between 75% and 125% if CDK's TSR ranking is between the 25th and 75th percentiles. The TSR adjustments are capped at 75% and 125% if CDK's TSR ranking is less than the 25th percentile or greater than the 75th percentile, respectively.

Lastly, if our compounded annual revenue growth over the performance period cycle was below 3%, awards would be capped at 100% of target.
The following table shows the fiscal 2018 PSU targets, results and award payout levels achieved, as a percentage of target:
 
Fiscal 2018
(weighted 1/3)
Fiscal 2019 to Fiscal 2020
(Weighted 2/3)
TSR Achievement
 
Adjusted
EBITDA
Margin Goal
Goal
Achievement
Payout %
Adjusted
EBITDA
Growth Goal
Goal
Achievement
Payout %
Percentile
Ranking
TSR
Adjustment
Threshold
30.00%
50%
16.0%
50%
25%
75%
Target
31.67%
100%
20.0%
100%
50%
100%
Max
35.00%
200%
24.0%
200%
75%
125%
Actual
35.70%
200%
11.9%
—%
12%
75%
These results, specifically our performance against adjusted EBITDA growth for fiscal 2019 to fiscal 2020, was significantly impacted by the COVID-19 pandemic and our financial efforts to support our customers during this challenging time. The overall financial result was calculated at 67% based on 1/3 of the fiscal 2018 adjusted EBITDA margin achievement of 200% only as achievement for fiscal 2019 to 2020 adjusted EBITDA growth did not exceed threshold. The fiscal 2018 PSUs were then settled at 50% of target based on achievement of our financial goals at 67% of target multiplied by 75% for our three-year TSR ranking below the 25th percentile in the performance peer group. Finally, if the payout would have exceeded 100% it would not have been subject to the revenue growth cap as the compounded annual revenue growth over the performance period cycle exceeded 3%.

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PROPOSAL 2: AN ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
Our TSR Peer Group (for Fiscal 2018 PSUs)
Our TSR peer group includes companies of any size against which we can best measure financial and business performance. Our compensation peer group disclosed above is distinguished from our TSR peer group in that the compensation peer group companies are broadly reflective of the industry in which we compete for executive talent and provide a good indicator of the current range of executive compensation for companies within a reasonable size range of CDK Global. The companies in our TSR performance peer group1 are:
 
 
 
 
58.com
FactSet Research Systems
Paychex
Activision Blizzard
Fidelity National Information Services
Sabre
Akamai Technologies
FireEye
ServiceNow
Alliance Data Systems Corporation
Fiserv
Splunk
Amdocs
FleetCor Technologies
SS&C Technologies Holdings
Ansys
Fortinet
Symantec
Autodesk
Gartner
Synopsys
Autohome
Global Payments
Teradata Corporation
Broadridge Financial Solutions
IAC/InterActive
The Interpublic Group of Companies
Cadence Design Systems
LendingClub
The Western Union Company
Check Point Software Technologies
Mercadolibre
Twitter
Citrix Systems
NetEase
VeriSign
CoStar Group
Nuance Communications
Workday
DXC Technology (formerly Computer Sciences Corporation)
Omnicom Group
Xerox
Electronic Arts
 
 
1.
The following companies were removed from the peer group due to acquisition: Red Hat was acquired by IBM in July 2019, WorldPay Inc. was acquired by Fidelity National Information Services Inc. in July 2019, Tableau was acquired by Salesforce in August 2019, and Total System Services was acquired by Global Payments, Inc. in September 2019.
Stock Options
For fiscal 2020, the compensation committee only approved a stock option grant to Mr. Krzanich. The stock options granted to Mr. Krzanich were time-vesting stock options that vest in three equal annual installments on the first three anniversaries of the grant date. When stock options are awarded they have an exercise price equal to the closing market price of our common stock on the date of grant. Executives will realize value only if the market price of our common stock increases during the period the option is outstanding, which provides a strong incentive to our executives to increase stockholder value that can be sustained over time.
Additional stock option grants may be made at any time to assist us in recruiting, promoting, or retaining executives.
OTHER COMPENSATION COMPONENTS AND CONSIDERATIONS
In addition to the compensation components discussed above and the same health and welfare benefits and retirement benefits available to our U.S. employees generally, we offer the NEOs deferred compensation, limited perquisites, change in control protection, and severance benefits. We believe that these additional benefits are fair, competitive, and consistent with our overall compensation philosophy, and designed to ensure that we can effectively retain our NEOs and compete for executive talent.

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Benefits
We do not provide a defined benefit pension plan to our employees. Benefits for executives are generally the same as those available to all employees, including a group health plan, a group life insurance program, and a qualified 401(k) plan with matching Company contributions capped based on applicable IRS limits.
All of our executive officers are also eligible participate in our Deferred Compensation Plan which permits the executive to elect to defer payment of all or a portion of their annual cash bonuses. We make this program available to our executive officers to be competitive, to facilitate the recruitment of new executives, and to provide our executive officers with a tax-efficient way to save for retirement. We do not match deferrals by these executive officers or otherwise contribute any amounts to the NEOs’ deferred compensation accounts. We generally do not consider the executive’s deferred account balances, or investment earnings or losses on such balances, when we make compensation decisions because the value of such accounts reflects voluntary contributions made by the individual executives and the earnings (or losses) thereon. Cash bonus contributions are fully vested from the date of deferral. Participants can elect to have payment of deferred amounts commence on an in-service date or upon termination (including, retirement), and the form of payment can be in either installments or a lump sum.
We also provide the CDK Global, Inc. Retirement Savings and Restoration Plan, which is designed to restore or replace Company contributions that cannot be provided under the qualified 401(k) plan due to IRS limits. Company contributions on eligible compensation above the IRS limits are deposited into a nonqualified bookkeeping account established for each participant in accordance with the program. Company contributions under this program are subject to the same vesting conditions as would have applied to the corresponding Company contributions under the qualified 401(k) plan.
Perquisites
We provide our NEOs with the use of automobiles leased by us. Consistent with our policy towards all attendees, we pay for the spouses of our executive officers to accompany them to our annual sales conference.
Relocation Assistance
We provide relocation assistance to newly hired and current senior executives who must relocate to accept our job offer or a new role within the Company. Such relocation assistance is generally pursuant to our relocation program, which is designed to cover the costs directly resulting from the Company-requested relocation and includes tax gross-up payments for taxable relocation benefits under the program. In connection with Mr. Tautges’ relocation to our San Jose, California office, he was provided relocation assistance.
Change in Control Severance Plan for Corporate Officers
Our Change in Control Severance Plan for Corporate Officers provides benefits in the case of an involuntary termination (other than for cause) of employment in connection with a change in control and is designed to: (i) retain our corporate officers; and (ii) align their interests with our stockholders’ interests so that they can consider transactions that are in the best interests of our stockholders and maintain their focus without concern regarding how any such transaction might personally affect them. Each of our NEOs participates in this plan.
The severance formulas used for the Chief Executive Officer and the other participating executive officers are each designed to provide the level of temporary replacement income that we feel is appropriate for that office, but the compensation that our executive officers may receive after termination of employment or a change in control is not taken into account when current compensation levels are determined.
Our Change in Control Severance Plan is described in more detail below under “Potential Payments to Named Executive Officers Upon Termination or Change in Control.”

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PROPOSAL 2: AN ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
Corporate Officer Severance Plan
Our Corporate Officer Severance Plan provides benefits in the case of an involuntary termination of employment (other than for cause) other than in connection with a change in control and is designed to: (i) attract and retain executive officers by a level of protection against involuntary job loss; (ii) provide an appropriate level of benefit to enable executive officers to transition to new employment; and (iii) secure restrictive covenants such as non-competition, non-solicitation, etc.
As described below under “Potential Payments to Named Executive Officers Upon Termination or Change in Control,” participating executive officers have separation entitlements under the Corporate Officer Severance Plan that differ from those available to the Chief Executive Officer.
Our Corporate Officer Severance Plan is described in more detail below under “Potential Payments To Named Executive Officers Upon Termination or Change in Control.”
Accounting and Tax Considerations
In general, our philosophy is to seek to preserve the tax deductibility of executive compensation to the extent practicable and consistent with our overall compensation philosophies and, although we take into account accounting and tax implications when we design our equity-based and cash compensation programs and when we make awards or grants, we do not make compensation determinations based on the accounting or tax treatment of any particular type of award. Rather, the compensation committee believes that the overriding considerations when evaluating the design component of our executives’ compensation are the effectiveness of the component with respect to recruiting, retaining, and motivating highly talented executives and the stockholder value that management and the compensation committee believe that the pay component reinforces. Effective beginning in 2018, changes to Section 162(m) of the Internal Revenue Code eliminated our ability to deduct certain “performance-based” compensation for our principal executive officer, principal financial officer and our three next most highly compensation officers that was previously deductible. These changes, however, have not significantly impacted our compensation philosophy. A significant portion of our NEOs’ compensation has and should remain tied to the Company’s performance without regard to the changes to Section 162(m).
Compensation Recovery (Clawback)
In addition to the clawback provision contained in the 2014 Plan, the Board adopted a compensation recovery policy in September 2015, whereby the compensation committee will recoup any incentive compensation (including requiring the reimbursement of any cash incentive compensation or canceling any equity award granted pursuant to the 2014 Plan) if: (i) with respect to the recoupment of any equity award granted pursuant to the 2014 Plan, the recipient of such equity award, without the consent of the Company, while employed by or providing services to the Company or any affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, or non-disclosure covenant or agreement or otherwise engages in any activity that is in conflict with or adverse to the interests of the Company or any affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the compensation committee in its sole discretion; or (ii) with respect to the recoupment of any cash incentive compensation, the recipient of such cash incentive compensation engages in fraud or conduct contributing to any financial restatements or irregularities, as determined by the compensation committee in its sole discretion. In addition, if, with respect to the recoupment of any equity award granted pursuant to the 2014 Plan, a recipient engages in any activity referred to in clause (i) of the preceding sentence, the recipient will forfeit any gain as a result of any such incentive compensation (including any gain realized on the vesting or exercise of any equity award) and must repay that gain to the Company.