CDK Global, Inc. (NASDAQ:CDK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 26, 2017, CDK Global, Inc. (the Company) announced that
its Board of Directors has appointed Joseph A. Tautges, 41, as
Executive Vice President, Chief Financial Officer. To facilitate
an orderly transition, Mr. Tautges will join the Company on
August 1, 2017 as EVP and assume the CFO duties on August 9,
2017, after the filing of the Companys Annual Report on Form 10-K
for its fiscal year ending June 30, 2017. Lee J. Brunz will
continue serving as the Companys Interim CFO in addition to his
other duties as General Counsel until Mr. Tautges assumes the CFO
role.
Mr. Tautges has 20 years of experience leading global finance,
accounting and operations teams for large technology, consumer
products, and business consulting companies. Mr. Tautges most
recently served as CFO of the $18 billion Enterprise Services
segment of Hewlett Packard Enterprise (HPE). While at HPE, he led
a transformation initiative which enabled significant margin
expansion and improved free cash flow resulting in the recent
spin-merger of Enterprise Services with Computer Science
Corporation to form the $26 billion DXC Technology Company. Prior
to HPE, Mr. Tautges held various levels of increasing
responsibility in both operations and financial management with
Sears Holdings and Aon Hewitt. Before Aon Hewitt, Mr. Tautges
worked as an auditor at Arthur Andersen LLP. Mr. Tautges holds a
bachelors degree from Northern Illinois University and is a
Certified Public Accountant.
The Company has entered into an offer letter with Mr. Tautges,
which provides for:
| (i) | a base salary of $650,000; |
| (ii) |
a pro-rated cash incentive bonus for the Companys fiscal year ending June 30, 2018 equal to 80% of his base salary to be awarded to the Companys 2014 Omnibus Award Plan (the Plan); |
| (iii) |
stock options and performance stock units (PSUs) to be valued at $390,000 and $910,000, respectively, on the date of the grant and issued to the Plan and the applicable forms of award agreements for executive officers (the awards are expected to be granted on or before August 9, 2017, subject to any trading blackouts, the options become exercisable in four equal installments on September 8, 2018, 2019, 2020 and 2021, and the PSUs will be earned over a three-year performance cycle ending June 30, 2020 and settle in shares of the Companys common stock); |
| (iv) |
a one-time grant of restricted stock to be valued at $750,000 on the date of the grant and issued to the Plan and the form of Restricted Stock Award Agreement for executive officers (the award is expected to be granted on or before August 9, 2017, subject to any trading blackouts, and will vest in three equal installments on the first three anniversaries of the grant date); and |
| (v) |
a one-time signing bonus of $400,000 to be repaid in its entirety (net of taxes) in the event that he resigns or is termination for cause (as defined in the Companys Corporate Officer Severance Plan) within one year of the first date of his employment and 50% of which will be repaid in the event that he voluntarily resigns or is terminated for cause after the one year anniversary of the first date of his employment but prior to the two year anniversary of the first date of his employment. |
Mr. Tautges will also participate in the Companys Corporate
Officer Severance Plan and Second Amended and Restated Change in
Control Severance Plan. The plans are described in the Companys
definitive proxy statement filed with the Securities and Exchange
Commission on October 3, 2016.
The foregoing description of the offer letter with Mr. Tautges
does not purport to be complete and is qualified in its entirety
by reference to the full text of the offer letter, which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and
is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On June 26, 2017, the Company issued a press release announcing
Mr. Tautges appointment. A copy of the press release is attached
to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.1 hereto is
furnished solely 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 | |
| Number | Description of Exhibit |
| 10.1 |
Offer Letter, dated June 23, 2017, by and between CDK Global, Inc. and Joseph A. Tautges |
| 99.1 | Press Release issued by CDK Global, Inc. on June 26, 2017 |
CDK Global, Inc. ExhibitEX-10.1 2 exh_101.htm EXHIBIT 10.1 Exhibit 10.1 June 19,…To view the full exhibit click here 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.
