8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 25, 2009
DEALERTRACK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-51653
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52-2336218 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
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| 1111 Marcus Ave., Suite M04, Lake Success, NY
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11042 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 516-734-3600
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry Into A Material Definitive Agreement.
As previously reported in the Current Report on Form 8-K filed on January 9, 2009, Robert Cox,
Senior Vice President and Chief Financial Officer left DealerTrack Holdings, Inc. (the “Company”)
in connection with a workforce reduction. Mr. Cox’s last day with the Company was March 2, 2009.
On February 25, 2009, the Company entered into a Severance Agreement and General Release (the
“Agreement”) with Mr. Cox, setting forth the terms of his departure from the Company. Pursuant to
the terms of the Agreement, Mr. Cox will receive, among other things, a single lump sum severance
payment of $447,752, less applicable tax withholding and the acceleration of certain equity awards.
A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
10.1
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Severance Agreement and General Release, dated February 25,
2009, by and between the Company and Robert Cox. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 3, 2009
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DealerTrack Holdings, Inc.
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By: |
/s/ Mark F. O’Neil
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Mark F. O’Neil |
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Chief Executive Officer |
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EXHIBIT INDEX
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| Exhibit |
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Description |
10.1
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Severance Agreement and
General Release, dated
February 25 2009, by and
between the Company and
Robert Cox. |