Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on July 6, 2022, CDK Global, Inc. (the "Company") was
merged with and into Central Merger Sub Inc., a Delaware corporation, with the
Company as the surviving entity and a wholly-owned subsidiary of Central Parent
Inc., a Delaware corporation ("Parent") (the "Merger"). Parent is a wholly-owned
subsidiary of Central HoldCo Inc., a Delaware corporation, formed by affiliates
of Brookfield Asset Management Inc. and Brookfield Capital Partners VI L.P.
Departure of Certain Officers; Appointment of Acting Chief Executive Officer
On July 6, 2022, Brian Krzanich informed the Company that he would resign as
President and Chief Executive Officer of the Company, effective July 11, 2022.
The Company appointed Brian MacDonald, age 57, to the role of Acting Chief
Executive Officer, effective July 11, 2022. In connection with Mr. Krzanich's
departure, he will receive severance benefits in accordance with the terms of
the Company's Third Amended and Restated Change in Control Severance Plan.
In connection with the Merger and the change in Chief Executive Officer, the
Company initiated certain organizational design and staffing changes to
streamline operations and the reporting structure of the Company in order to
improve operational delivery and performance.
As part of these changes, Eric Guerin and Amy Byrne will depart as Chief
Financial Officer and Chief Human Resources Officer on July 22, 2022 and
July 15, 2022, respectively. Finally, because other officers will now report
directly to the Chief Executive Officer in order to streamline the reporting
structure, Joseph Tautges will, effective July 11, 2022, cease being the Chief
Operating Officer but will continue to serve as an employee of the Company and
act as a special advisor to the Chief Executive Officer.
Mr. MacDonald previously served as President and Chief Executive Officer of the
Company from January 2016 to November 2018 and a member of the Board of
Directors of the Company from June 2015 to November 2018. Mr. MacDonald has a
deep knowledge of the Company and the markets it serves. Prior to joining the
Company in 2015, Mr. MacDonald served as President and Chief Executive Officer
of Hertz Rental Equipment Corporation from June 2014 to May 2015, and as interim
Chief Executive Officer of Hertz Corporation from September 2014 to
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.
Sunoco undertook a substantial restructuring to strengthen and transform the
organization and better position its growth during Mr. MacDonald's tenure,
including by exiting unprofitable operations, significantly reducing costs,
improving efficiencies and refocusing on established high-return businesses.
Mr. MacDonald has also held executive management roles at Dell, General Motors
Corporation, where he spent more than 13 years in management roles in North
America, Asia and Europe, and Isuzu Motors Limited. Since July 2018,
Mr. MacDonald has served as a member of the board of directors of Suncor Energy
Inc., an integrated energy company. He previously served on the board of
directors of Computer Sciences Corporation (now DXC Technology Company), Ally
Financial Inc., Sunoco Inc. and Sunoco Logistics L.P. Mr. MacDonald earned an
MBA from McGill University and a Bachelor of Science in Chemistry from Mount
Allison University.
Compensatory Arrangements of Acting Chief Executive Officer
In connection with Mr. MacDonald's employment, he will receive a base salary of
$1,000,000 per year, a target annual bonus opportunity equal to 100% of base
salary, a long-term incentive award (the value of which will depend on the value
of the Company upon an exit event) and approximately one year of severance
protections upon a qualifying termination of employment.
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