CDK Global, Inc. (NASDAQ:CDK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On March 7, 2017, the Board of Directors (the Board) of CDK
Global, Inc. (the Company) amended and restated the Companys
By-Laws (as so amended and restated, the By-Laws) to add proxy
access procedures for qualifying stockholders. Article 3, Section
3.5 has been added to the By-Laws to permit a stockholder, or a
group of up to 20 stockholders, that owns 3% or more of the
voting power of the Companys outstanding stock continuously for
at least 3 years to nominate and include in the Companys proxy
materials candidates for election as directors of the Company.
Such stockholder(s) or group(s) of stockholders may nominate up
to the greater of 2 individuals or 20% of the Board, provided
that the stockholder(s) and the nominee(s) satisfy the
eligibility, notice and other requirements specified in the
By-Laws. Stockholders may utilize proxy access beginning with the
Companys 2017 Annual Meeting of Stockholders.
In addition, the amendments to the By-Laws include changes to
Article 3, Section 3.3 (the Companys advance notice procedures
for director nominations) and Section 3.4 (qualifications for
election or reelection as a director) to conform to these new
proxy access procedures and certain other ministerial changes.
The foregoing description of the By-Laws does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the By-Laws, which is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit |
| 3.1 |
Amended and Restated By-Laws of CDK Global, Inc., dated March 7, 2017 |
About CDK Global, Inc. (NASDAQ:CDK)
CDK Global, Inc. provides integrated information technology and digital marketing solutions. The Company’s segments include Retail Solutions North America, Advertising North America and CDK International. Through its Retail Solutions North America segment, the Company provides technology-based solutions, including automotive Website platforms, that help automotive retailers, original equipment manufacturers (OEMs) and other industry participants manage the acquisition, sale, financing, insuring, parts supply, repair and maintenance of vehicles. Through its Advertising North America segment, the Company provides advertising solutions, including management of digital advertising spend, for OEMs and automotive retailers. As of June 30, 2016, through its CDK International segment, it provided technology-based solutions similar to the retail solutions provided in its Retail Solutions North America segment in approximately 100 countries outside of the United States and Canada. CDK Global, Inc. (NASDAQ:CDK) Recent Trading Information
CDK Global, Inc. (NASDAQ:CDK) closed its last trading session down -0.06 at 66.43 with 659,036 shares trading hands.
