UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event Reported): June 15, 2015
CDK Global, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-36486 | 46-5743146 | |
| (Commission File Number) | (I.R.S. Employer Identification Number) |
| 1950 Hassell Road, Hoffman Estates, IL 60169 |
| (Registrant's telephone number, including area code) |
(847) 397-1700
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On June 15, 2015, the board of directors (the "Board") of CDK Global, Inc. (the "Company,") voted to increase the size of the Board from seven to eight members and appointed Brian P. MacDonald to fill the vacancy created thereby. Information regarding Mr. MacDonald is provided below. Mr. MacDonald was not elected pursuant to any arrangement or understanding between himself and any other person, and the Board affirmatively determined that Mr. MacDonald has no direct or indirect material relationship with the Company and qualifies as an independent director under the rules of The NASDAQ Stock market LLC. Mr. MacDonald has not been, or as of the date of this Current Report, is not expected to be, named to serve on any committee of the Board.
Brian P. MacDonald
Mr. MacDonald most recently served as Chief Executive Officer and President of Hertz Equipment Rental Corporation from June 2014 through June 2015 and as interim Chief Executive Officer of Hertz Corporation from September 2014 through November 2014. Prior to Hertz, Mr. MacDonald served as President and Chief Executive Officer of ETP Holdco Corp., an entity formed following Energy Transfer Partners' $5.3 billion acquisition of Sunoco, Inc. in 2012, where Mr. MacDonald had served as Chairman, President and Chief Executive Officer prior to ETP's acquisition of Sunoco. Mr. MacDonald joined Sunoco in 2009 as Senior Vice President and Chief Financial Officer. During his tenure with Sunoco, the Company undertook a substantial restructuring to strengthen and transform the organization and better position it for growth. Sunoco exited unprofitable operations, significantly reduced costs, improved efficiencies, and refocused on established high-return businesses.
Prior to Sunoco, Mr. MacDonald worked at Dell, Inc. as Chief Financial Officer of the Large Enterprise Business Unit, overseeing all aspects of its financial management. Before becoming the unit's CFO in 2008, he served as Dell's corporate Vice President and Treasurer. In this role, Mr. MacDonald led Dell's mergers and acquisitions organization and headed the Company's global treasury group, with operations in the United States, Ireland and Singapore.
Prior to Dell, Mr. MacDonald spend more than 13 years in several financial management roles at General Motors Corporation, including at Isuzu Motors Limited, a $12 billion Japanese public company that was 49 percent owned by General Motors at the time and Treasurer of GM Canada, a $28 billion operating subsidiary.
Mr. MacDonald serves on the board of directors of Computer Sciences Corporation and previously served on the board of directors of Sunoco and Sunoco Logistics from March 2012 to October 2012 and October 2009 to October 2012, respectively, and on the board of directors of Ally Financial, Inc. from May 2013 to July 2014 following his appointment by the U.S. Department of the Treasury. He earned a Bachelor of Science from Mount Allison University and received a Masters in Business Administration from McGill University.
Item 7.01. Regulation FD Disclosure.
On June 15, 2015, the Company issued a press release announcing the appointment of Mr. MacDonald as a director. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 as is incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.1 hereto is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
99.1
Press Release dated June 15, 2015, issued by CDK Global, Inc.
Number
Description of Exhibit
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 15, 2015 | CDK Global, Inc. |
|
| By: | /s/ ALFRED A. NIETZEL Alfred A. Nietzel Vice President and Chief Financial Officer |
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Exhibit Index
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Exhibit |
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99.1 |
Press Release dated June 15, 2015, issued by CDK Global, Inc. |
EXHIBIT 99.1
HOFFMAN ESTATES, Ill., June 15, 2015 (GLOBE NEWSWIRE) -- CDK Global, Inc. (Nasdaq:CDK) today announced that Brian P. MacDonald, a seasoned executive with extensive experience in the auto industry and in leading corporate transformations, has been appointed to CDK's Board of Directors, effective immediately.
Mr. MacDonald most recently served as President and Chief Executive Officer of Hertz Rental Equipment Corporation, and, from September 2014 to November 2014, as interim CEO of Hertz Corporation. He previously served as President and CEO of ETP Holdco Corp., an entity formed following Energy Transfer Partners' $5.3 billion acquisition of Sunoco, Inc. in 2012. Prior to that acquisition, Mr. MacDonald served as Chairman, President and CEO of Sunoco. He joined the company in 2009 as Senior Vice President and Chief Financial Officer. During his tenure at Sunoco, the company undertook a substantial restructuring to strengthen and transform the organization and better position it for growth. Sunoco exited unprofitable operations, significantly reduced costs, improved efficiencies, and refocused on established high-return businesses. Mr. MacDonald has also held executive management roles at Dell, General Motors Corporation, and Isuzu Motors Limited. He currently serves on the board of directors of Computer Sciences Corporation (NYSE:CSC) and previously served as a director of Ally Financial, Inc. (NYSE:ALLY).
"We are extremely pleased to welcome Brian to the CDK Board of Directors," said Leslie A. Brun, Non-Executive Chairman of CDK Global's Board of Directors. "Brian's considerable experience in the auto, leasing and technology sectors, as well as in leading a major repositioning at Sunoco, is directly relevant to the work of the CDK Board in overseeing the company's strategic transformation. His appointment reflects our continued commitment to strong governance. We are confident that his expertise and perspective will complement and strengthen the Board's capabilities as we continue to focus on generating substantial value for our shareholders."
Steven J. Anenen, President and CEO of CDK Global, said: "Brian's significant financial, operational and international expertise will be valuable additions to our Board, as we work to enhance CDK's market leadership position and execute our plans to strengthen our financial performance."
Mr. MacDonald said, "I am honored to join the CDK Board of Directors. The company has a strong foundation and is a clear, differentiated market leader with a history of growth. I am excited to collaborate with my fellow directors and the management team to further strengthen the Company and deliver superior value to shareholders."
With the addition of Mr. MacDonald, the CDK Board consists of eight directors, all of whom are independent other than Mr. Anenen.
About CDK Global
With nearly $2 billion in revenues, CDK Global™ is the largest global provider of integrated information technology and digital marketing solutions to the automotive retail industry and adjacencies. CDK Global provides solutions in more than 100 countries around the world, serving more than 26,000 retail locations and most automotive manufacturers. CDK Global's solutions automate and integrate critical workflow processes from pre-sale targeted advertising and marketing campaigns to the sale, financing, insurance, parts supply, repair and maintenance of vehicles, with an increasing focus on utilizing data analytics and predictive intelligence. Visit cdkglobal.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position and business outlook, business trends and other information, may be forward-looking statements. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors' likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful.
Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include: our ability to timely and effectively implement our transformation plan as planned; changes in overall market and economic conditions, technology trends, and auto sales and advertising trends; and competitive conditions. The statements in this press release are made as of the date of this press release, even if subsequently made available by us on our website or otherwise. Except as required by applicable law, we disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. These risks and uncertainties, along with the risk factors discussed in our reports filed with the Securities and Exchange Commission (SEC), including those discussed under "Item 1A. Risk Factors" in our Registration Statement on Form 10 for the fiscal year ended June 30, 2014, our Registration Statement on Form S-4 as filed with the SEC on May 5, 2015 and our most recent Quarterly Report on Form 10-Q, should be considered in evaluating any forward-looking statements contained herein. These filings can be found on our website at www.cdkglobal.com and the SEC's website at www.sec.gov.
CONTACT: Investor Relations Contacts:
Elena Rosellen
973.588.2511
elena.rosellen@cdk.com
Jennifer Gaumond
847.485.4424
jennifer.gaumond@cdk.com
Media Contact:
Michelle Benko
847.485.4389
michelle.benko@cdk.com