UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
Securities Exchange Act of 1934
(Amendment No. )
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☐ 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 Pursuant to §240.14a-12
CDK Global, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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CDK Global, Inc.
1950 Hassell Road
Hoffman Estates, Illinois
SUPPLEMENT TO THE PROXY STATEMENT DATED OCTOBER 2, 2018
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 13, 2018
This proxy statement supplement (this “Supplement”), dated November 7, 2018, supplements the definitive proxy statement on
Schedule 14A (the “Proxy Statement”) of CDK Global, Inc. (“CDK Global” or the “Company”) dated October 2, 2018 furnished to holders of the Company’s common stock in connection with the solicitation of proxies on behalf of the Board of Directors of
the Company (the “Board”) for use at the Annual Meeting of Stockholders to be held on November 13, 2018 (the “Annual Meeting”), or any adjournment or postponement thereof. Except as specifically supplemented by the information contained in this
Supplement, all information set forth in the Proxy Statement continues to apply and should be considered in voting your shares.
THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION AND THIS
SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
The Annual Meeting will be held on Tuesday, November 13, 2018, at 8:00 a.m. central time at
www.virtualshareholdermeeting.com/CDK2018. The Annual Meeting will be a completely virtual, live, audio webcast meeting of stockholders. The record date for the determination of the holders of the Company’s common stock who are entitled to notice
of and to vote at the Annual Meeting is September 14, 2018 (the “Record Date”), which is the same record date specified in the Proxy Statement.
Important Notice Regarding the Availability of Proxy Materials 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 have therefore mailed 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 (including this Supplement) online, vote and (if desired) obtain a paper copy of our proxy materials.
PROPOSAL 1: ELECTION OF DIRECTORS
Appointment of New President and Chief Executive Officer; Substitute Nominee for Election as Director
The Board has appointed Brian Krzanich, 58, as President, Chief Executive Officer and director, effective immediately after the
filing of the Company’s Form 10-Q for its first quarter ended September 30, 2018 (the “Transition Date”). Mr. Krzanich succeeds Brian MacDonald, who has resigned as President, Chief Executive Officer and director effective as of the Transition
Date.
In connection with his resignation from the Board, Mr. MacDonald also informed the Board that he has withdrawn his name from
nomination for re-election at the Annual Meeting. The Proxy Statement provides that if a nominee becomes unable or declines to serve, the accompanying proxy may be voted for a substitute nominee designated by the Board. The Board has designated Mr.
Krzanich as substitute nominee and, accordingly, any shares voted for the election of Mr. MacDonald will instead be voted for the election of Mr. Krzanich. Mr. Krzanich has consented to being named as a nominee for director at the Annual Meeting
and to serve if elected.
The following is a brief biography of Mr. Krzanich and a discussion of the specific experience, qualifications, attributes, and
skills that led the Board to recommend him as a nominee for director, as of the date of this Supplement.
