Audit Committee

MEMBERS		PRINCIPAL FUNCTIONS
Mr. Sowinski (Chair) Mr. Radway Mr. Deese The members of our audit committee all satisfy the independence, financial sophistication, experience, and expertise requirements of our Corporate Governance Guidelines, Section 10A-3 of the Exchange Act, the applicable NASDAQ listing standards, and any other applicable regulatory requirements currently in effect. We have also determined that Mr. Sowinski qualifies as an "audit committee financial expert" as such term is defined under the rules and regulations of the SEC.		• Oversee our accounting and financial reporting processes and related internal controls, the audit of our financial statements, and other matters as mandated under applicable laws, rules, and regulations; • Appoint, compensate, retain, and oversee the work of the independent auditors (including resolution of disagreements between management and the independent auditors regarding financial reporting), including for the purpose of preparing its audit report; • Review in advance and pre-approve all services to be provided by the independent auditors, as permitted by Section 10A of the Exchange Act, and to approve all related fees and other terms of engagement; • Review disclosures required to be included in our periodic reports filed under the Exchange Act; • Review the performance of the internal auditors and the independent auditors on at least an annual basis; and • Review, approve or ratify related person transactions pursuant to our related person transaction policy.

Compensation Committee

MEMBERS		PRINCIPAL FUNCTIONS
Mr. Deese (Chair) Mr. Miles Mr. Radway The members of our compensation committee all satisfy the independence requirements of our Corporate Governance Guidelines, the applicable NASDAQ listing standards and any other applicable regulatory requirements currently in effect.		• Evaluate our Chief Executive Officer's performance and set the Chief Executive Officer's compensation based on such evaluation; • Evaluate our other executive officers' performance and set their compensation based on such evaluations; • Review and approve the performance targets for CDK's performance-based equity plans; and • Review and evaluate our compensation plans, policies, and programs for our executive officers.

Nominating and Governance Committee

Executive Sessions of the Board

Executive sessions of the non-management directors are held during each Board meeting and the majority of committee meetings. Mr. Brun, our independent non-executive Chairman of the Board, presides at each executive session of the Board.

Board Self-Assessments

The nominating and governance committee oversees an annual evaluation process, whereby each director is surveyed to obtain his or her evaluation of the Board as a whole, and of the committees on which he or she serves. The surveys solicit ideas from the directors about, among other things, improving quality of Board and/or committee discussions on key matters, and identifying specific issues which should be discussed in the future. After these evaluations are complete, our general counsel summarizes the results, provides a preview for the Chairman of the Board and the chair of each committee and then submits the summaries for discussion by the nominating and governance committee. If necessary, action plans are developed by the nominating and governance committee and recommended for discussion by the full Board.

Director Orientation and Continuing Education

The nominating and governance committee oversees our orientation programs for new directors and continuing education programs for directors.

Each new director, after joining the Board, is provided with orientation regarding the Board and our operations. As part of this orientation, each new director has an opportunity to meet with members of our senior management team.

Directors are also provided with continuing education on various subjects that will assist them in discharging their duties. Such continuing education may include presentations by our management or the Board's advisors on our business, compliance efforts, applicable legal, regulatory or other developments or other matters as the Board, or the nominating and governance committee in its oversight of the Board's continuing education program, may deem appropriate.

Hedging and Pledging Policy

Our directors and executive officers may not engage in hedging transactions involving our securities or trade in derivatives of our securities. Directors and executive officers may not purchase our securities on margin, borrow against our securities held in a margin account, or pledge our securities as collateral for a loan.

Outside Advisors

The Board and each of its principal committees may retain independent legal, financial or other advisors of their choosing at our expense. The Board need not obtain management's consent to retain outside advisors. In addition, the principal committees need not obtain either the Board's or management's consent to retain outside advisors.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the "Code of Ethics") that applies to our executive officers, directors, and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions. The Code of Ethics may be viewed on our website at www.cdkglobal.com under "Corporate Governance" in the "Investor Relations" section. In the event we amend or waive any of the provisions of the Code of Ethics applicable

to our principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions that relates to any element of the definition of "code of ethics" enumerated in Item 406(b) of Regulation S-K under the 1934 Act, we intend to disclose these actions on our website within four business days following the date of the amendment or waiver.

We expect our directors, executive officers, and employees to conduct themselves with the highest degree of integrity, ethics, and honesty. Our credibility and reputation depend upon the good judgment, ethical standards, and personal integrity of each director, executive officer, and employee. In order to better protect us and our stockholders, we regularly review our Code of Ethics and related policies to ensure that they provide clear guidance to our directors, executive officers, and employees.

Corporate Governance Guidelines

The Board has adopted corporate governance guidelines. These guidelines address items such as the standards, qualifications, and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. The guidelines are available under "Corporate Governance" in the "Investor Relations" section of our website at www.cdkglobal.com . In addition, the charters of each of the Board's audit, compensation, and nominating and governance committees also are posted under "Corporate Governance" in the "Investor Relations" section of our website at www.cdkglobal.com .

Corporate Hotline

We have established the independent CDK Global Ethics Hotline through Convercent, a global Internet and telephone information and reporting service, to allow any employee, director, or vendor to confidentially and anonymously (i) ask questions about our Code of Ethics and other ethics and compliance issues or (ii) report a complaint about any potential accounting, internal control, auditing, Code of Ethics, or other violation or matter of concern (unless prohibited by local privacy laws in the jurisdiction of the reporting employee).

STOCKHOLDER COMMUNICATIONS

Engagement and transparency with our stockholders help us gain useful feedback on a wide variety of topics, including governance, compensation, stockholder communication, Board composition, stockholder proposals, business performance and operations. This information is shared regularly with our management and the Board and considered in the processes that set the governance practices and our strategic direction. We also focus on stockholder feedback to better tailor the public information we provide to address the interests and inquiries of our stockholders.

We interact and communicate with our stockholders through a number of forums, including quarterly earnings presentations, SEC filings, annual meetings, investor conferences, and web communications.

In addition, during fiscal 2015 the Board endorsed the Shareholder-Director Exchange (SDX) Protocol as a guide for effective, mutually beneficial engagement between our stockholders and directors. During fiscal 2015, the Chairman of the Board met with stockholders to discuss a variety of topics, including our strategy and performance.

Stockholders who wish to communicate with the Board may do so by sending written communications addressed to Lee J. Brunz, our Secretary, at CDK Global, Inc., 1950 Hassell Road, Hoffman Estates, IL 60169. All stockholder communications we receive that are addressed to the Board will be compiled by our Secretary. If no particular director is named, letters will be forwarded, depending on the subject matter, to the Chair of the audit, compensation, or nominating and governance committees.

The following table presents compensation for our non-employee directors for fiscal 2015.

The policy requires that notice of a proposed related persons transaction be provided to our legal department prior to entry into such transaction. If our legal department determines that such transaction is a related persons transaction, the proposed transaction will be submitted to our audit committee for consideration at its next meeting or, in those instances in which the legal department, in consultation with the Chief Executive Officer or the Chief Financial Officer, determines that it is not practicable or desirable for us to wait until the next audit committee meeting, to the Chair of the audit committee. Under the policy, our audit committee or the Chair of the audit committee, as applicable, may approve only those related persons transactions (i) that are in our best interests or (ii) that are not inconsistent with our best interests. In the event that we become aware of a related persons transaction that has not been previously reviewed, approved, or ratified under the policy and that is ongoing or is completed, the transaction will be submitted to the audit committee or chair of the audit committee so that it may determine whether to ratify, rescind, or terminate the related persons transaction.

The policy also provides that the audit committee will review certain previously approved or ratified related persons transactions that are ongoing to determine whether the related persons transaction remains in our best interests and the best interests of our stockholders.

Additionally, we make periodic inquiries of directors and executive officers with respect to any potential related persons transaction of which they may be a party or of which they may be aware.

Agreements with ADP

We did not conduct any transactions with related persons in fiscal 2015 that would require disclosure in this proxy statement or approval by our audit committee; however, we have provided below a summary description of the separation and distribution agreement and other key related agreements we entered into with ADP prior to the spin-off. These agreements effected the spin-off and also provide a framework for our ongoing relationship with ADP. This description, which summarizes the material terms of these agreements, is not necessarily complete. You should read the full text of these agreements, forms of which have been filed with the SEC as exhibits to our Current Report on Form 8-K as filed with the SEC on October 1, 2014.

Because the spin-off involved the separation of ADP's existing businesses, we negotiated these agreements with ADP while we were a wholly owned subsidiary of ADP. Accordingly, during this time our directors and officers were directors, officers, and employees of ADP and, as such, had an obligation to serve the interests of ADP. We believe our officers and officers of ADP negotiated these arrangements in good faith taking into account the interests of their respective companies in the spin-off.

Separation and Distribution Agreement

The separation and distribution agreement contains the key provisions relating to the spin-off. The separation and distribution agreement identifies the assets transferred, liabilities assumed, and contracts assigned to us by ADP and by us to ADP in the Separation, and it describes when and how these transfers, assumptions, and assignments occur. In addition, it includes procedures by which ADP and we became separate and independent companies. It also contains the conditions that were satisfied, or waived by ADP, prior to completion of the spin-off.

In addition, we entered into certain ancillary agreements with ADP governing various interim and ongoing relationships between ADP and us following the spin-off. These ancillary agreements include the following:

Tax Matters Agreement

The tax matters agreement governs both our and ADP's rights and obligations with respect to taxes for both pre and post spin-off periods. Under the tax matters agreement, ADP generally is required to indemnify us for any income taxes attributable to its operations or our operations and for any non-income taxes attributable to its operations, in each case for all pre spin-off periods as well as any taxes arising from transactions effected to consummate the spin-off, and we generally are required to indemnify ADP for any non-income taxes attributable to our operations for all pre spin-off periods and for any taxes attributable to our operations for post spin-off periods.

We are generally required to indemnify ADP against any tax resulting from the spin-off (and against any claims made against ADP in respect of any tax imposed on its stockholders), in each case if that tax results from (i) an issuance of a significant amount of our equity securities, a redemption of a significant amount of our equity securities or our involvement in other significant acquisitions of our equity securities (excluding the spin-off), (ii) other actions or failures to act by us (such as those described in the following paragraph) or (iii) any of our representations or undertakings referred to in the tax matters agreement being incorrect or violated. ADP will generally be required to indemnify us for any tax resulting from the spin-off if that tax results from (a) ADP's issuance of its equity securities, redemption of its equity securities or involvement in other acquisitions of its equity securities, (b) other actions or failures to act by ADP or (c) any of ADP's representations or undertakings referred to in the tax matters agreement being incorrect or violated.

In addition, to preserve the tax-free treatment to ADP of the spin-off, for specified periods of up to 24 months following the spin-off, we are generally prohibited, except in specified circumstances, from:

Though valid as between the parties, the tax matters agreement is not binding on the Internal Revenue Service (the "IRS") and does not affect the several liability of ADP and us for all U.S. federal taxes of the consolidated group relating to periods before the spin-off.

Transition Services Agreement

We entered into a transition services agreement with ADP under which ADP and we, and each company's affiliates or third-party service providers, provide each other with certain specified services on an interim basis. Among the principal services provided by ADP to us are operational and administrative infrastructure-related services, such as our use of the e-mail domain "adp.com," facilities sharing, procurement support, tax, human resources administrative services and services related to back office

support, and software development in our Indian facilities. Among the principal services provided by us to ADP are operational and administrative infrastructure-related services, such as facilities sharing and human resources administrative services.

Each company pays fees to the other for any services provided, which fees are generally intended to be equal to the applicable allocable cost of such service provider's services prior to the spin-off.

Data Center Services Agreement

We entered into a data center services agreement with ADP prior to the spin-off under which ADP provides us with certain data center services relating to the provision of information technology, platform support, hosting, and network services. The term of the agreement will expire two years after the spin-off.

Intellectual Property Transfer Agreement

We entered into an intellectual property transfer agreement with ADP. Under the agreement, ADP assigned to us certain patents, trademarks, copyrights, and other intellectual property developed or owned by ADP or certain of its subsidiaries and with respect to which we are the primary or exclusive user.

Employee Matters Agreement

We entered into an employee matters agreement with ADP prior to the spin-off pursuant to which certain employee benefits matters are addressed, such as the treatment of ADP options held by our employees after the spin-off and the treatment of benefits for our management employees who participated in and had accrued benefits under the ADP Supplemental Officers Retirement Plan. The agreement, to the extent provided therein, delineated the benefit plans and programs in which our employees participate following the spin-off.

Other Transactions with ADP

In addition to the transactions with ADP described above, we use human resources, payroll, and benefits administration services provided by ADP in the ordinary course of its business to third-party entities on terms and conditions that we believe are similar to those we could obtain from other providers of these services. We also use certain money movement services provided by ADP, act as a reseller of certain ADP payroll products, and provide certain equipment maintenance and installation services to ADP, in each case on what we believe to be arm's length, commercially reasonable terms and conditions. In addition, we entered into arrangements with ADP relating to receivables ADP has previously financed for our clients, and related litigation, and to provide for a limited transition arrangement to transfer such financing arrangements to an independent third party.

	Proposal 2: Advisory Vote to Approve Executive Compensation

As discussed in the CD&A section of this proxy statement, the Board believes that our long-term success depends in large measure on the talents of our employees. Our compensation system plays a significant role in our ability to attract, retain, and motivate the highest quality workforce. The principal underpinnings of our compensation system are an acute focus on performance, stockholder alignment, sensitivity to the relevant marketplace, and a long-term orientation.

In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote on an advisory basis, commonly referred to as "say on pay," to approve the compensation paid to our NEOs as disclosed in the CD&A, the compensation tables and the related narrative disclosure contained in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this proxy statement.

This advisory proposal is not binding on the Board or us. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board, and accordingly, the Board and the compensation committee intend to consider the results of this vote when making determinations in the future regarding NEO compensation arrangements.

Advisory approval of this proposal requires the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

The Board recommends that you vote FOR the approval of the compensation of our NEOs because, as discussed in these disclosures, the Board believes that our compensation policies and decisions are effective in achieving our goals. Therefore, the Board recommends that our stockholders adopt the following resolution: "RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion & Analysis, compensation tables and narrative discussion is hereby APPROVED."

EXECUTIVE SUMMARY

Our Separation from ADP

We became an independent, publicly traded company on September 30, 2014 when we completed the separation of our businesses from our former parent company, ADP. Many of the decisions affecting our executive compensation policies and practices were made prior to the spin-off by the compensation committee of ADP's board of directors, which we refer to in this proxy statement as the "ADP compensation committee." Once appointed in September 2014, our compensation committee reviewed the decisions made by the ADP compensation committee. Any changes made by our compensation committee following the spin-off are discussed later in this proxy statement. Where appropriate, a description of decisions ADP made prior to the spin-off is included in order to provide context and background.

Fiscal 2015 Financial Performance Highlights

In fiscal 2015, we demonstrated our focus and commitment to sustaining our position as a global provider of integrated information technology and digital marketing solutions to the automotive retail industry. Our fiscal 2015 results continue to reflect the strength of our underlying business model, including the diversity of our client base and products.

In fiscal 2015, we returned $108.9 million to our stockholders through a combination of $58.2 million in cash dividends and $50.7 million in stock repurchases.

Adjusted revenues, adjusted earnings before income taxes, adjusted net earnings attributable to CDK, adjusted diluted net earnings attributable to CDK per share, EBITDA, and adjusted EBITDA are non-GAAP measures. For additional information on these non-GAAP financial measures, please refer to Appendix B and "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015 filed with the SEC on August 13, 2015.

For fiscal 2015, our named executive officers received cash bonuses based on the achievement of the performance goals that averaged approximately 119.9% of target. For a more detailed description of our fiscal 2015 cash bonus plan, see "Annual Cash Bonus" beginning on page 46 of this proxy statement.

We also granted performance-based stock units ("PSUs") to our executive officers that will be earned over a three-year performance cycle based on financial performance. PSUs were awarded to our executive officers (including the NEOs) in fiscal 2015 ("fiscal 2015 PSUs") and fiscal 2014 ("fiscal 2014 PSUs"). The PSU program is based on financial objectives that are measured over a three-year performance cycle consisting of three one-year performance periods. The fiscal 2015 target award opportunity under the three-year PSU program will be earned and issued in fiscal 2018 based upon the achievement of adjusted diluted net earnings attributable to CDK per share performance goals for fiscal 2015 and the achievement of the goals to be established by the compensation committee for fiscal 2016 and the fiscal year ending June 30, 2017 ("fiscal 2017"). Adjusted net earnings attributable to CDK, as defined above, was divided by weighted-average diluted shares outstanding in fiscal 2015 and 2014 to determine per share growth. We achieved adjusted diluted net earnings attributable to CDK per share growth of 9.3% in fiscal 2015, and as a result, the 2015 payout percentage earned for outstanding PSUs was 116.3% of target. For a description of our PSU program, see " Performance-Based Stock Units " beginning on page 49 of this proxy statement.

A summary of fiscal 2015 total direct compensation for our NEOs is set forth in the following table, and additional detail is presented in the subsequent discussion as well as the tables and narratives that follow this CD&A. The information included in this table reflects compensation for services rendered by the NEOs to ADP and its subsidiaries for the first three months of fiscal 2015 and for services rendered to us and our subsidiaries for the final nine months of fiscal 2015.

3	Time-based restricted stock ("restricted stock") and time-based RSU amounts represent the grant date fair value of the fiscal 2015 equity awards on November 18, 2014, the date on which the compensation committee approved the awards. The restricted stock and RSU amounts, together with the PSU amounts, are the same amounts included within Stock Awards in the "Summary Compensation Table for Fiscal 2015" on page 54 of this proxy statement.
4	Mr. Anenen received a grant of RSUs for the purpose of replacing value lost due to termination of his participation in ADP's Supplemental Officers Retirement Plan ("SORP"). This award vests in equal installments in October 2017, 2018, and 2019. Mr. Anenen's units are deferred upon vesting and are eligible to receive accrued dividends equal to the amount of any CDK cash dividend, which will be paid upon settlement of the RSUs upon his separation from CDK.
	Messrs. Nietzel and Karp each received a grant of restricted stock for the purpose of replacing value lost due to termination of their participation in ADP's SORP. These awards vest in equal installments in October 2017, 2018, and 2019.
5	Each of Messrs. Thorne and Brunz received a one-time transition grant of restricted stock as part of his promotion to an officer-level position. Mr. Thorne received an additional one-time award for taking on the role of CDK's Global Chief Strategy Officer.
6	The annual bonus amount for Mr. Brunz includes a $50,000 discretionary performance bonus approved by our compensation committee.

Good Governance and Best Practices

We are committed to ensuring that our compensation programs reflect principles of good governance. The following practices are key aspects of our programs for fiscal 2015:

COMPENSATION PRINCIPLES

We believe that compensation should be designed to create a direct link between performance and stockholder value. Five principles that guide our decisions involving executive compensation are that an executive's compensation should be:

Our compensation programs are designed so that target pay reflects the market for an executive's skills, experience, and relative levels of responsibility among our key executives. In addition, the proportion of pay tied to operating performance and changes in stockholder value varies directly with executives' levels of responsibility and accountability to stockholders. We assign all executives to pay grades by comparing their position-specific duties and responsibilities with market data and our internal management structure. Each

pay grade has ranges for base salary, total annual cash compensation, and annual equity grants. Executives are positioned within these ranges based on a variety of factors, most notably their experience and skill set and their performance over time.

We design our performance-based compensation so that actual, realized compensation will vary relative to the target award opportunity based on performance. As such, actual compensation amounts may vary above or below targeted levels depending on the performance of a business unit and the achievement of individual performance goals. We have adopted this compensation design to provide meaningful incentives for our key executives to achieve superior results. We also believe that it is important for our executive officers and other senior executives to have an ongoing long-term investment in us as outlined in this proxy statement under "Stock Ownership Guidelines."

Growth in revenues, net adjusted earnings attributable to CDK, sales growth, and, in the case of segment executive officers, division financial performance are important performance measures in annual cash bonus determinations. Adjusted diluted net earnings attributable to CDK per share growth and relative total shareholder return against the S&P 500 index are used to determine the number of shares earned in a performance period under our PSU program. These performance criteria were chosen by us at the time of the spin-off for the variable incentive plans because they aligned with our goals at that time, including our long-term strategic goals of increasing the growth and profitability of our business.

Consistent with a pay for performance philosophy, compensation for Mr. Anenen and the other NEOs is structured so that a significant portion of their total compensation is at risk and paid based on meeting certain performance goals. The mix of target total direct compensation (base salary, cash bonus, and long-term incentive awards) for fiscal 2015 was designed to deliver the following approximate proportions of total compensation to Mr. Anenen, our Chief Executive Officer, and the other NEOs (on average) if company-wide and individual target levels of performance are achieved. The target pay mix reflects the PSU target award based on the three-year target opportunity. Mr. Anenen's higher portion of at-risk compensation reflects his greater responsibility for overall Company performance.

Compensation Consultant

Our compensation committee engaged Cook & Co. to provide assistance with the design of our compensation programs. The specific matter on which Cook & Co. provided advice in fiscal 2015 was the design of executive compensation programs and practices, including the changes to the design of long-term incentives for fiscal 2016. In June 2015, Cook & Co. examined the competitiveness of senior executive compensation levels and the Company's aggregate share usage, dilution, and fair value cost of long-term incentives for all participants.

As part of its ongoing support to our compensation committee, Cook & Co. also reviews executive compensation disclosures, reviews and provides comments on changes to the committee's charter, advises on emerging trends and the implications of regulatory and governance developments, and reviews and provides commentary on materials and proposals prepared by management that are presented at the committee's meetings.

Our compensation committee determined that the work of Cook & Co. did not raise any conflicts of interest in fiscal 2015. In making this assessment, the compensation committee considered the independence factors enumerated in Rule 10C-1(b) under the Exchange Act and applicable NASDAQ listing standards, including the fact that Cook & Co. does not provide any other services to us, the level of fees received from us as a percentage of Cook & Co.'s total revenue, policies and procedures employed by Cook & Co. to prevent conflicts of interest, and whether the individual Cook & Co. advisers to the compensation committee own any of our stock or have any business or personal relationships with members of the compensation committee or our executive officers.

Compensation Review and Determination

Our annual pay review focuses on base salary, annual cash bonus opportunity, and long-term equity incentives. In determining the compensation of Mr. Anenen and the other NEOs, the compensation committee considers the type of business we are in and the nature of our organization. The compensation committee also considers market data provided by its independent compensation consultant and by

management. The compensation committee examines summary compensation sheets detailing the amounts and mix of base salary, cash bonus, and long-term equity incentives for each of the NEOs, which compare the amounts and mix to competitive compensation practices. We generally target base salary, annual cash bonus, and long-term equity incentives at the median of competitive compensation levels, but will set targets above or below the median when warranted in the judgment of the compensation committee. The degree to which target compensation ranges are above or below the median competitive rate is based on each executive's skill set and experience relative to market peers. Executives who are new in their roles and therefore less experienced than market peers are typically positioned lower in the range, whereas executives with a long tenure in their role may be positioned higher in the range.

We consult different sets of compensation data reflecting the levels and practices of different groups of businesses to determine competitive compensation levels for our Chief Executive Officer and other NEOs.

With respect to the total cash and long-term incentive compensation for our Chief Executive Officer and other NEOs, ADP management provided the compensation committee with competitive compensation market data based on compensation surveys reflecting the pay practices of publicly traded companies. The surveys used were the Towers Watson U.S. General Industry Executive Database, the Hewitt Associates Executive Total Compensation by Industry Survey, the Mercer Human Resources U.S. General Industry Executive Database, and the Equilar Inc. Top 25 Database. The number of companies included in the surveys ranged from 25 to 102. In benchmarking compensation levels against the survey data, the compensation committee considered only the aggregated survey data and that the identity of the companies comprising the survey data is not disclosed to, or considered by, the compensation committee in its decision-making process. The companies included were based on a revenue range such that the median company revenue approximates our annual revenue. The companies included for Messrs. Anenen, Nietzel, Thorne, and Brunz were based on a revenue range such that the median company revenue approximates the annual revenue of CDK Global. The companies included for Mr. Karp were based on a revenue range such that the median company revenue approximates the annual revenue of ARNA.

When determining the compensation level for our Chief Executive Officer for fiscal 2015, the ADP compensation committee reviewed each individual compensation element, as well as how the proposed level for that individual element would compare to the other executive officers. The ADP compensation committee and Mr. Anenen conducted a similar process with respect to the determination of compensation for the other NEOs. Future compensation decisions by the compensation committee will take into consideration the adoption of a peer group for use with survey data for competitive reviews beginning fiscal 2016, as well as the aggregate level of each executive officer's compensation and compare it against the executive's previous year's totals and against compensation of our other executive officers.

Cash Compensation

Base Salary

Base salaries represent fixed amounts paid to each executive for performing his normal duties and responsibilities. For fiscal 2015, ADP determined the amount based on the executive's overall performance in prior years, level of responsibility, pay grade, competitive compensation practices data, and comparison to our other executives. Based on these criteria, as well as an adjustment made to account for additional responsibilities related to their roles as executive officers of a standalone entity following the spin-off, our NEOs received the following annual salary increases in fiscal 2015:

	Named Executive Officer			Fiscal Year 2014 Salary			Increase			Pre-Spin Fiscal Year 2015 Salary 1			Increase			Post-Spin Fiscal Year 2015 Salary 2
	Anenen, Steven J		$	475,004			2.7%		$	488,000			33.2%		$	650,000
	Nietzel, Alfred A		$	331,202			3.0%		$	341,000			23.2%		$	420,000
	Thorne, Malcolm W		$	254,001			14.2%		$	290,000			15.5%		$	335,000
	Karp, Robert N		$	320,003			3.1%		$	330,000			10.6%		$	365,000
	Brunz, Lee J		$	242,440			2.9%		$	249,471			20.3%		$	300,000

1	The amounts in this column reflect the annual salaries of the NEOs after giving effect to salary increases for services rendered under ADP made effective July 1, 2014, with the exception of Mr. Brunz. The salary increase for Mr. Brunz was effective September 1, 2014. For Mr. Thorne, the increase includes an increase relating to his promotion to Senior Vice President, Marketing for Dealer Services.
2	The amounts in this column reflect the annual salaries of the NEOs after giving effect to salary increases made effective October 1, 2014, as a result of the spin-off.

Annual Cash Bonus

Overview

We paid our NEOs cash bonuses for fiscal 2015 based on the attainment of individual and company-wide business goals established at the beginning of the fiscal year.

For each NEO, we established a target bonus amount, which was initially expressed as a percentage of projected year-end annual base salary. This target bonus percentage ranged from 160% of base salary for the CEO to 50% to 75% of base salary for the other NEOs. We also assigned percentage values to the financial and strategic objectives of the NEOs' annual cash bonus plans and then determined the target bonus amount linked to each component. The maximum bonus payment to our NEOs is 200% of their respective target bonus levels. There is no minimum payment level, and the entire award opportunity is forfeited if threshold performance goals are not achieved.

The compensation committee established and approved the annual target bonus objectives and award opportunities for each of the NEOs. In making these determinations, the compensation committee considered a variety of factors including market data, each officer's relative level of responsibility, and Mr. Anenen's recommendations for executives other than himself. The annual target bonus objectives and award opportunities for the other NEOs were developed by Mr. Anenen, based largely on the objectives and opportunities that were applicable to Mr. Anenen. The NEOs participate in the discussions surrounding their bonus objectives so that they can provide their input and understand the expectations of each bonus plan component, but they did not participate in the setting of the target award opportunities. Each NEO receives a final version of his individualized bonus plan after it has been approved by Mr. Anenen (or for Mr. Anenen, by the compensation committee). For fiscal 2016 and thereafter, the compensation committee (not the CEO) will approve all NEO bonus plans. Except in extraordinary circumstances, we do not modify bonus objectives during the fiscal year, and no bonus objectives were modified during fiscal 2015.

The compensation committee reviewed the performance of the NEOs relative to their annual fiscal year target bonus plan objectives at its regularly scheduled August meeting, which is the first meeting following the end of the fiscal year. Based on this review, the compensation committee determined and approved the annual cash bonuses for the NEOs.

NEOs' Fiscal 2015 Bonuses

Following the conclusion of fiscal 2015, the compensation committee considered our performance and the performance of Mr. Anenen and the other NEOs for fiscal 2015 against their bonus objectives, and assessed which of the individual bonus targets were met, exceeded, or not fully achieved. The chart below sets forth the approved annual cash bonuses for our NEOs:

Strategic Objectives for Mr. Thorne include:

Strategic Objectives for Mr. Karp include:

Strategic Objectives for Mr. Brunz include:

Long-Term Incentive Compensation Programs

As an operating unit of ADP, certain of our employees (i) were granted stock options to purchase shares of ADP's common stock and (ii) were granted restricted stock or RSUs. In connection with the spin-off, ADP's outstanding equity awards for our employees were converted into equity awards of CDK at a ratio of 2.757 CDK equity awards for every ADP equity award held prior to the spin-off. The converted equity awards have the same terms and conditions as the pre-conversion ADP equity awards. In exchange for the converted ADP awards, we issued 2.3 million stock options with a weighted-average exercise price of $19.64, 0.7 million time-based restricted shares, and 0.2 million performance-based restricted shares in respect of converted ADP equity awards.

Prior to the spin-off, we adopted the 2014 Plan. The 2014 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and performance compensation awards to employees, directors, officers, consultants, and advisors, and those of our affiliates. All grants subsequent to the spin-off are granted under the 2014 Plan.

We believe that long-term incentive compensation is a significant factor in attracting and retaining key executives and in aligning their interests directly with the interests of our stockholders. For fiscal 2015, long-term incentives were awarded to the NEOs in the form of PSU awards and stock option grants. The compensation committee approved the selection of these awards because they ensure that the overall long-term incentive program is tied closely to changes in stockholder value and the degree to which critical operating objectives are attained and they support our talent retention objectives.

The compensation committee may also from time to time grant discretionary awards of time-based restricted stock. These awards are for special situations and are not considered in the target allocation of total long-term incentive compensation between PSU awards and stock option grants.

Each executive officer is awarded a target dollar value of stock options, PSUs, and, if applicable, restricted stock and RSUs. The target dollar value is converted into grants of the respective award based on the closing stock price on the date of grant.

As part of our annual market analysis of compensation data, we compare our long-term equity incentive grant values with competitive levels. We establish share grant target amounts or ranges of target amounts for each executive level by setting such target amounts, and the midpoints of such ranges of target amounts, at the market median levels. The compensation committee expects to review the share grant targets and target ranges annually to ensure that the resulting awards based on current stock price and option fair value remain generally consistent with our median compensation philosophy.

Prior to the beginning of each fiscal year, we analyze the target PSU award and stock option grant levels to confirm that our desired target long-term incentive compensation values are appropriate in the context of the compensation studies referred to under "Compensation Review and Determination" above. When comparing our desired values to these compensation studies, we look at both equity elements in total.

At its November 2014 meeting, our compensation committee approved target awards of PSUs for all named executive officers, which were granted in November 2014 and will be earned and issued in fiscal year 2018. At its January 2015 meeting, the compensation committee approved stock option grants for the named executive officers for fiscal 2015. The PSUs, at target, and stock option grants for fiscal 2015 are summarized in the table below:

years in the performance period will be averaged to obtain the percentage of target award earned. However, notwithstanding the achievement of adjusted diluted net earnings attributable to CDK per share results, if the company's total shareholder return (TSR) is not above the S&P 500 index TSR median for the three-year performance period, the award may not exceed 100% of the target award. The PSU award earned will also be credited with dividend equivalents from the grant date of the target award until the issuance date, assuming all dividends were reinvested in CDK stock at the time dividends are paid. The issuance of the total number of PSUs earned will be made in the form of shares of CDK stock in September following the conclusion of the three-year performance period.

In November 2014, our compensation committee established that adjusted diluted net earnings attributable to CDK per share growth for fiscal 2015 of more than 8.0% would be required to receive the awards at the target level, and the awards would be adjusted upward or downward at the end of the performance period as follows:

perquisites, and change in control protection. We believe that these additional benefits are fair, competitive and consistent with our overall compensation philosophy, and designed to ensure that we can effectively retain our NEOs and effectively compete for executive talent.

Retirement Benefits

Prior to the spin-off, our executive officers were eligible to participate in the ADP Retirement and Savings Plan (ADP's 401(k) plan) and were automatically enrolled in the ADP Pension Retirement Plan (a tax-qualified, defined benefit, cash balance pension plan). Prior to the spin-off, certain of our executive officers also participated in the ADP SORP, which provided retirement benefits in excess of those generally available under ADP's qualified cash balance pension plan. CDK did not adopt a defined benefit plan or SORP for its employees in connection with the spin-off. Certain NEOs received grants of restricted stock or RSUs for the purpose of replacing value lost due to termination of their participation in ADP's SORP as disclosed in the table under "Fiscal 2015 Executive Compensation Highlights" within the "Executive Summary" beginning on page 39 .

Following the spin-off, we implemented a non-elective contribution ("NEC") that is deposited into 401(k) accounts of associates who, at the time of the spin-off from ADP, were age 50 with 10 years of service. This contribution was for the purpose of replacing value lost due to termination of associates' participation in ADP's Pension Retirement Plan. This plan will be in effect for 5 years following the spin-off from ADP.

Deferred Compensation

All of our executive officers are eligible to defer into a deferred compensation account all or a portion of their annual cash bonuses. We make this program available to our executive officers to be competitive, to facilitate the recruitment of new executives, and to provide our executive officers with a tax-efficient way to save for retirement. We do not match deferrals by these executive officers or otherwise contribute any amounts to the NEOs' deferred compensation amounts. We generally do not consider the executive's deferred account balances, or investment earnings or losses on such balances, when we make compensation decisions because the value of such accounts reflects the contributions made by the individual executives and the earnings thereon. Cash bonus contributions are fully vested from the date of deferral. Participants can elect to have payment of deferred amounts commence on an in-service date or upon retirement, and the form of payment can either be in installments or lump sum. Following the spin-off, we implemented the CDK Global, Inc. Restoration Plan that is designed to restore or replace company contributions that cannot be provided under the qualified 401(k) Plan due to IRS limits. Company contributions on eligible compensation above the IRS limits are deposited into the deferred compensation account.

Perquisites

We provide our NEOs with the use of automobiles leased by us. Consistent with our policy towards all attendees, we pay for the spouses of our executive officers to accompany them to our annual sales President's Club event.

We did not make any tax gross-up payments to our NEOs in fiscal 2015. However, prior to the spin-off, in order to centralize our executive leadership team, Messrs. Thorne and Brunz were asked to relocate closer to CDK Global's corporate office location in Hoffman Estates, IL. Under ADPs relocation program, financial assistance was provided to each executive as well as a gross-up to cover the amount of taxes of the relocation benefit. Gross-ups of taxes incurred in connection with the reimbursement of relocation expenses are available to all participants in the relocation program. The amounts are disclosed in the "All Other Compensation for Fiscal 2015" table on page 56 .

are in the best interests of our stockholders and maintain their focus without concern regarding how any such transaction might personally affect them. Each of our NEOs participates in this plan.

As described below under "Potential Payments To NEOs Upon Termination or Change of Control," our Chief Executive Officer and the other participating executive officers have separation entitlements under the Change in Control Severance Plan for Corporate Officers that differ from one another.

The severance formulas used for the chief executive officer and the other participating executive officers are each designed to provide the level of temporary replacement income that we feel is appropriate for that office, but the compensation that our executive officers may receive after termination of employment or a change in control is not taken into account when current compensation levels are determined.

Accounting and Tax Considerations

We consider accounting and tax implications when we design our equity-based and cash compensation programs and when we make awards or grants. In particular, Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to "covered employees" (which are defined as a public company's NEOs, other than the chief financial officer). However, qualifying performance-based compensation is not subject to the deduction limit if certain requirements are met. We strive to make only those equity-based awards and grants that qualify as performance-based compensation or that we can otherwise deduct when determining our corporate taxes. However, the overriding consideration when evaluating the pay level or design component of any portion of our executives' compensation is the effectiveness of the component and the stockholder value that management and the compensation committee believe that the pay component reinforces. The compensation committee may, however, award compensation that is not deductible under Section 162(m) when, in the exercise of the committee's judgment, it would be in our best interests and in the best interests of our stockholders to do so.

Our 2014 Plan is structured to permit us to make equity-based awards and cash bonuses that may qualify as performance-based compensation for purposes of Section 162(m).

We adopted, effective as of the completion of the spin-off, the 2014 Plan for the purpose of enabling us to make equity-based awards and cash bonuses to Mr. Anenen and the other NEOs following the spin-off that may constitute qualifying performance-based compensation for purposes of Section 162(m). As a separate public company following the spin-off, we are taking advantage of a special transition rule that exempts from the deduction limitations of Section 162(m) certain compensation that is paid or granted prior to the first meeting of our stockholders at which the Board will be elected that occurs more than 12 months after the spin-off.

Compensation Recovery (Clawback)

In addition to the clawback provision contained in the 2014 Plan, in September 2015, the Board adopted a compensation recovery policy whereby the compensation committee is permitted to recoup any incentive compensation (including requiring the reimbursement of any cash incentive compensation or canceling any equity award granted pursuant to the 2014 Plan) if: (i) with respect to the recoupment of any equity award granted pursuant to the 2014 Plan, the recipient of such equity award, without the consent of the Company, while employed by or providing services to the Company or any affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise engages in activity that is in conflict with or adverse to the interest of the Company or any affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the compensation committee in its sole discretion; and (ii) with respect to the recoupment of any cash incentive compensation, the recipient of such cash incentive compensation engages in fraud or conduct contributing to any financial restatements or irregularities, as determined by the compensation committee in its sole discretion. In addition, if, with respect to the recoupment of any equity award granted

pursuant to the 2014 Plan, a recipient engages in any activity referred to in section (i) of the preceding sentence, the recipient will forfeit any gain as a result of any such incentive compensation (including any gain realized on the vesting or exercise of any equity award) and must repay such the gain to the Company.

Anti-Hedging, Anti-Short Sale, and Anti-Pledging Policies

Our Insider Trading policy prohibits Directors, executive officers, and employees from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of our common stock. Our Directors, executive officers, and employees are also prohibited from engaging in short sales related to our common stock. The policy also prohibits any pledging of our common stock, including holding common stock in a margin account.

Stock Ownership Guidelines

We have established stock ownership guidelines to encourage equity ownership by our executive officers in order to reinforce the link between their financial interests and those of our stockholders. The stock ownership guidelines were set on the basis of each executive officer's pay grade, expressed as a multiple of the executive officer's base salary on the first day of the fiscal year. Stock ownership (as defined under the guidelines) consists of stock owned outright by the executive officer or beneficially through ownership by direct family members (spouses and dependent children).

Under our stock ownership guidelines, Mr. Anenen is expected to own an amount of our stock equal in value to six times his base salary. In addition, Messrs. Nietzel, Brunz, Karp and Thorne are expected to own an amount of our stock equal in value to three times their respective base salaries. Executive officers whose ownership levels are below the minimum required levels are required to retain as shares of our common stock at least 75% of post-tax net gains on stock option exercises, and 75% of shares (net of taxes) received upon vesting of restricted stock or the settlement of restricted stock units. As of the end of fiscal 2015, Mr. Anenen and the other NEOs (who were subject to the stock ownership guidelines) had not yet met the stock ownership guidelines but are making progress towards achievement.

5	Amounts shown reflect the aggregate increase during the last fiscal year in the present value of the executive's benefit under the ADP tax-qualified cash balance pension plan, the Automatic Data Processing, Inc. Pension Retirement Plan and the ADP SORP. These benefits remain with ADP. There were no above-market or preferential earnings on nonqualified deferred compensation. The Pension Retirement Plan and the SORP provide benefits in the form of a lump sum and/or an annuity. The change in pension value for the Pension Retirement Plan and the SORP represents the change from June 30, 2014 to June 30, 2015. The present value is calculated as of June 30, 2014, is calculated based on the RP-2000 white collar mortality table (projected to 2021), a 3.25% interest crediting rate for the pension plan, and a 4.05% discount rate; the present value as of June 30, 2015, is based on the RP-2014 white collar mortality table (projected generationally using scale MP-2014), a 3.25% interest crediting rate for the pension plan, and a 4.25% discount rate.
	The aggregate change in pension value for Messrs. Nietzel and Karp was negative for fiscal 2015. The net decrease in the ADP Retirement Pension Plan and SORP was $58,923 for Mr. Nietzel and $103,739 for Mr. Karp. The negative values were attributable to the unvested portion of the SORP at the time of spin-off.
6	Please refer to the "All Other Compensation for Fiscal 2015" table below for further information.
7	The bonus amount for Mr. Brunz represents a $50,000 discretionary performance bonus approved by our compensation committee.

All Other Compensation for Fiscal 2015

	Name			Other Benefits 1			Tax Payments 2			Matching Charitable Contributions 3			Total
	Anenen, Steven J		$	53,606		$	-		$	100		$	53,706
	Nietzel, Alfred A		$	35,412		$	-		$	-		$	35,412
	Thorne, Malcolm W		$	463,176		$	331,950		$	-		$	795,126
	Karp, Robert N		$	47,048		$	-		$	150		$	47,198
	Brunz, Lee J		$	106,733		$	21,321		$	100		$	128,154

1	The following table summarizes these benefits for each of our NEOs: