Item 1.02 Termination of a Material Definitive Agreement.
On March 31, 2020, Ceridian HCM Holding Inc. (the "Company") entered into a
letter agreement (the "Letter Agreement") with Cannae Holdings, LLC ("Cannae").
The Letter Agreement references that certain voting agreement (the "Voting
Agreement"), dated April 30, 2018, between the Company, Cannae, certain funds
affiliated with Thomas H. Lee Partners, L.P. ("THL") and the other parties
thereto. Cannae and THL together are referred to as the "Sponsor Stockholders,"
and members of the Company's board of directors (the "Board") designated by a
Sponsor Stockholder pursuant to the terms of the Voting Agreement are referred
to as "Sponsor Director Designees." The Voting Agreement provides that a Sponsor
Stockholder is entitled to one Sponsor Director Designee for so long as such
Sponsor Stockholder holds at least 10% of the Company's outstanding voting
power. The Voting Agreement terminated as to THL on February 27, 2020.
Cannae currently holds more than 10% of the Company's outstanding voting power,
and thereby is entitled to one Sponsor Director Designee. Pursuant to the Letter
Agreement, the Voting Agreement is terminated with respect to Cannae and the
Company as of March 31, 2020, in accordance with the terms set forth in the
Letter Agreement. Notwithstanding the foregoing, the Board determined that Brent
Bickett, the current Sponsor Director Designee designated by Cannae pursuant to
the Voting Agreement, will no longer serve as a Sponsor Director Designee of
Cannae but will continue to serve on the Board as an ordinary member of the
Board.
A copy of the Letter Agreement is filed as Exhibit 10.1 hereto. The above
description is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
10.1 Letter Agreement by and among Ceridian HCM Holding Inc. and
Cannae Holdings, LLC.
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