April 24, 2014

Dear Stockholder:

On behalf of the board of directors and management of Dealertrack Technologies, Inc., I invite you to attend our Annual Meeting of Stockholders. The meeting will be held on June 3, 2014, at 11:00 a.m. local time, at Dealertrack Technologies, Inc. Corporate Headquarters, 1111 Marcus Avenue, Suite M04, Lake Success, New York 11042.

The details of the business to be conducted at the Annual Meeting are provided in the attached Notice of the Annual Meeting of Stockholders and in the attached Proxy Statement.

It is important that your stock is represented, regardless of the number of shares you hold. After reading the enclosed Proxy Statement, please vote your proxy in accordance with the instructions provided.

If you have any questions about the meeting, please contact our Investor Relations Department at (888) 450-0478.

We look forward to seeing you at the Annual Meeting.

Sincerely,

Mark F. O’Neil
Chairman of the Board,
President and Chief Executive Off|ficer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date:		June 3, 2014
Time:		11:00 a.m. local time
Location:		Dealertrack Technologies, Inc. 1111 Marcus Ave, Suite M04 Lake Success, New York 11042
Purpose of the Meeting:		(1) To elect the two nominees named in the attached Proxy Statement as directors on the board of directors for three-year terms as Class III directors to serve until our 2017 Annual Meeting of Stockholders and until their respective successors are elected and qualified;
		(2) To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014;
		(3) To approve on an advisory basis the compensation of our executive officers;
		(4) To amend and restate our Fourth Amended and Restated 2005 Incentive Award Plan to provide for an increase in the number of shares of common stock we may issue under the 2005 Plan by 2.9 million shares; and
		(5) To transact other business that properly may come before the Annual Meeting or any adjournments or postponements of the meeting.
Record Date:		April 10, 2014. You are eligible to notice of and to vote at the Annual Meeting if you were a stockholder of record at the close of business on this date.
Voting Methods:		By Mail In Person Via the Internet
Importance Of Vote:		Submit a proxy as soon as possible to ensure that your shares are represented.
		Voting promptly will ensure that we have a quorum at the Annual Meeting and will save us proxy solicitation expenses.

By Order of the Board of Directors,

Gary N. Papilsky
Secretary

Lake Success, New York
April 24, 2014

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GENERAL INFORMATION			1
INFORMATION ABOUT THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS			1
THE ANNUAL MEETING			1
PURPOSE OF THE MEETING			1
INFORMATION CONCERNING VOTING AND SOLICITATION OF PROXIES			1
WHO CAN VOTE			1
HOW YOU CAN VOTE			1
HOW YOUR SHARES WILL BE VOTED			2
HOW YOU CAN ACCESS THE PROXY MATERIALS FOR THE ANNUAL MEETING			3
HOW TO REVOKE YOUR PROXY OR CHANGE YOUR VOTE			3
HOW MANY VOTES YOU HAVE			3
QUORUM			3
VOTES REQUIRED			3
ATTENDING THE ANNUAL MEETING			4
PROPOSAL ONE: ELECTION OF DIRECTORS			5
GENERAL INFORMATION ABOUT OUR BOARD OF DIRECTORS			5
NOMINEES			5
RECOMMENDATION OF OUR BOARD OF DIRECTORS			5
INFORMATION ABOUT NOMINEES FOR ELECTION AS CLASS III DIRECTORS			6
INFORMATION ABOUT THE MEMBERS OF OUR BOARD OF DIRECTORS WHOSE TERMS OF OFFICE DO NOT EXPIRE AT THE ANNUAL MEETING			6
BOARD MEETINGS HELD DURING 2013			8
BOARD INDEPENDENCE			8
BOARD LEADERSHIP STRUCTURE			9
BOARD OVERSIGHT OF RISK			9
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS			9
DIRECTOR ATTENDANCE AT ANNUAL MEETING			9
CODE OF BUSINESS CONDUCT AND ETHICS			9
COMMITTEES			10
NON-MANAGEMENT DIRECTORS’ COMPENSATION FOR FISCAL YEAR 2013			13
AUDIT COMMITTEE REPORT			15
PRINCIPAL ACCOUNTANT FEES AND SERVICES			16
PROPOSAL TWO: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			17
RECOMMENDATION OF OUR BOARD OF DIRECTORS			17
PROPOSAL THREE: ADVISORY VOTE ON THE COMPENSATION OF EXECUTIVE OFFICERS			18
RECOMMENDATION OF OUR BOARD OF DIRECTORS			19

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PROPOSAL FOUR: PROPOSAL TO AMEND AND RESTATE OUR FOURTH AMENDED AND RESTATED 2005 INCENTIVE AWARD PLAN			20
RECOMMENDATION OF OUR BOARD OF DIRECTORS			31
EXECUTIVE OFFICERS			32
COMPENSATION DISCUSSION AND ANALYSIS			34
COMPENSATION COMMITTEE REPORT			46
EXECUTIVE COMPENSATION			47
ALL OTHER COMPENSATION TABLE			48
GRANTS OF PLAN-BASED AWARDS IN 2013			49
OUTSTANDING EQUITY AWARDS AT 2013 FISCAL YEAR END			51
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2013			53
NONQUALIFIED DEFERRED COMPENSATION			53
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			54
EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS			56
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			58
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			58
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			60
CERTAIN RELATIONSHIPS AND TRANSACTIONS			60
MISCELLANEOUS			60
SOLICITATION OF PROXIES			60
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR OUR 2015 ANNUAL MEETING			60
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS			61
ANNUAL REPORT			61
ANNEX A: FIFTH AMENDED AND RESTATED DEALERTRACK TECHNOLOGIES, INC. 2005 INCENTIVE AWARD PLAN			A-1

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DEALERTRACK TECHNOLOGIES, INC.
1111 Marcus Ave., Suite M04
Lake Success, New York 11042

 

PROXY STATEMENT

 

For the Annual Meeting of Stockholders
to be held June 3, 2014

GENERAL INFORMATION

INFORMATION ABOUT THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

As we have done in previous years, we are providing our stockholders with access to our proxy materials, including our Proxy Statement and 2013 Annual Report on Form 10-K, via the Internet rather than mailing a printed copy to each stockholder. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 24, 2014 we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to some of our stockholders and posted our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials on a one-time or ongoing basis. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.

Stockholders who have previously requested to receive proxy materials in printed form by mail or electronically by email will not receive a Notice. Instead, on or about April 30, 2014, we are sending each of these stockholders a copy of the proxy materials, including this Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders and form of proxy, by mail (or by email for those stockholders who have requested electronic delivery).

THE ANNUAL MEETING

Our board of directors is soliciting proxies to be used at our Annual Meeting of Stockholders to be held on June 3, 2014 (the “Annual Meeting”) at 11:00 a.m. local time at our principal executive offices located at 1111 Marcus Ave, Suite M04, Lake Success, New York 11042. This Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders and form of proxy are being made available to our stockholders on or about April 24, 2014.

PURPOSE OF THE MEETING

The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying Notice of Annual Meeting. The proposals are described in more detail in this Proxy Statement.

INFORMATION CONCERNING VOTING AND SOLICITATION OF PROXIES

WHO CAN VOTE

Only stockholders of record at the close of business on April 10, 2014 may vote at the Annual Meeting. As of April 15, 2014, there were 53,577,331 shares of our common stock outstanding.

HOW YOU CAN VOTE

Stockholders of Record.  If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a stockholder of record with respect to those shares, and the Notice or copy of the proxy materials, including the Proxy Statement and proxy card, were sent directly to you by the company.

Street Name Holders.  If you hold your shares in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name.” The Notice or a copy of the proxy materials, including the Proxy Statement and voting instruction card, were forwarded to you

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by the bank or broker holding your account, which is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that bank or broker on how to vote the shares held in your account.

You may vote using one of the following methods:

HOW YOUR SHARES WILL BE VOTED

All shares that have been voted properly by an unrevoked proxy will be voted at the Annual Meeting in accordance with your instructions. If you sign and return your proxy card or vote via the Internet, but do not give specific voting instructions on one or more of the proposals, the shares represented by that proxy will be voted on those proposals as our board of directors recommends (“For All” the director nominees for election to our board of directors (Proposal One), “For” ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal Two), “For” advisory approval of our executive compensation (Proposal Three), and “For” the amendment and restatement of our Fourth Amended and Restated 2005 Incentive Award Plan (Proposal Four)). If any other matters are brought properly before the Annual Meeting, the persons named as proxies in the proxy card materials will have the discretion to vote on those matters for you. As of the date of this Proxy Statement, we did not know of any other matter to be raised at the Annual Meeting.

Under rules applicable to securities brokerage firms, if you are a street name holder and hold your shares in a brokerage account, your broker may be entitled to vote your shares on certain matters that are considered routine, even if you do not submit voting instructions to your broker. Ratification of our independent registered public accounting firm (Proposal Two) is considered a routine proposal that may be voted on by your broker if you do not submit voting instructions. Your broker, however, may not vote without your instructions on non-routine matters such as the election of directors (Proposal One), advisory approval of our executive compensation (Proposal Three) and the amendment and restatement of our Fourth Amended and Restated 2005 Incentive Award Plan (Proposal Four). Consequently, if you do not submit voting instructions to your broker and your broker exercises discretion to vote your shares on Proposal Two, your shares will be treated as “broker non-votes” on each of the other proposals at the Annual Meeting and will not be voted on these proposals.

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HOW YOU CAN ACCESS THE PROXY MATERIALS FOR THE ANNUAL MEETING

Stockholders may access the proxy materials, which include the Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2013, on the Internet at
http://ir.dealertrack.com/proxy.cfm. We will also provide a hard copy of any of these documents free of charge upon request, which may be sent to Investor Relations, Dealertrack Technologies, Inc., 1111 Marcus Ave., Suite M04, Lake Success, NY 11042, submitted via the form set forth on our Investor Relations site at http://ir.dealertrack.com/contactus.cfm or submitted by calling our Investor Relations department at (888) 450-0478.

Instead of receiving future copies of our proxy materials by mail, you can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save the cost of producing and mailing documents to your home or business, will give you an electronic link to the proxy voting site and will help preserve environmental resources.

Stockholders of Record.  If you vote on the Internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic proxy delivery service. You also may enroll in the electronic proxy delivery service at any time by going directly to http://ir.dealertrack.com/proxy.cfm and following the enrollment instructions.

Street Name Holders.  If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive the proxy materials electronically. Please check the information provided in the proxy materials you receive from your bank or broker regarding the availability of this service.

Your election to receive proxy materials by email will remain in effect until you terminate it.

HOW TO REVOKE YOUR PROXY OR CHANGE YOUR VOTE

You can revoke your proxy or change your vote before your proxy is voted at the Annual Meeting by:

HOW MANY VOTES YOU HAVE

Each stockholder has one vote for each share of common stock that he or she owned on the record date for all matters being voted on.

QUORUM

A quorum is constituted by the presence, in person or by proxy, of holders of our common stock representing a majority of the aggregate number of shares of common stock entitled to vote. Abstentions and broker non-votes will be considered present to determine the presence of a quorum. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

VOTES REQUIRED

Election of Directors.  The two nominees for director receiving the highest number of affirmative votes cast on the proposal will be elected. Shares voted “Withhold” and broker non-votes will not be counted in determining the outcome of the election of directors.

Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm.  To pass, this proposal must receive a “for” vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. Abstentions will have the effect of a vote against the ratification of our independent registered public accounting firm.

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Advisory Vote on Compensation of Our Executive Officers.  The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal is required to adopt this advisory resolution. Since this proposal is advisory in nature, the results of this vote are not binding on the board of directors. However, the board of directors will consider the results of this advisory vote when considering future executive compensation decisions. Abstentions will have the effect of a vote against adoption of the advisory resolution. Broker non-votes will not be counted as present and entitled to vote with respect to this proposal.

Amendment and Restatement of our Fourth Amended and Restated 2005 Incentive Award Plan.  To pass, this proposal must receive a “for” vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. Abstentions will have the effect of a vote against this proposal and broker non-votes will not be counted as present with respect to this proposal.

ATTENDING THE ANNUAL MEETING

Stockholders of Record.  If you are a stockholder of record and received a Notice, the Notice is your admission ticket. If you are a stockholder of record and received proxy materials by mail, your admission ticket is attached to your proxy card. You will need to bring the Notice or the admission ticket and valid photo identification with you in order to be admitted to the Annual Meeting.

Street Name Holders.  If you hold your shares in street name, bring your most recent brokerage statement or a letter from your broker or other nominee and valid photo identification with you to the Annual Meeting. We will use that statement or letter to verify your ownership of common stock and admit you to the Annual Meeting; however, you will not be able to vote your shares at the Annual Meeting without a legal proxy from your bank or broker.

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PROPOSAL ONE:
ELECTION OF
DIRECTORS

GENERAL INFORMATION ABOUT OUR BOARD OF DIRECTORS

Each of our directors is elected for a three-year staggered term. The nine members of our board of directors are divided into three classes: Class I, Class II and Class III. One class of directors is elected at each Annual Meeting. The following table shows our current directors, when the term of each class of directors expires and how each director is classified:

Class		Directors
Class III: Term expires 2014 and every three years thereafter		Ms. Cirillo-Goldberg and Messrs. O’Neil and Payne
Class I: Term expires 2015 and every three years thereafter		Messrs. Foy, Power and Tischler
Class II: Term expires 2016 and every three years thereafter		Ms. Lane and Messrs. McDonnell and Zwarenstein

Ms. Cirillo-Goldberg, a current member of our board of directors, is not standing for re-election at the Annual Meeting. Our board of directors has decreased the size of the board of directors to eight directors effective immediately prior to the Annual Meeting and only two Class III director nominees will be elected at the Annual Meeting.

In addition, in connection with the acquisition of Dealer Dot Com, Inc. (“DDC”), on December 19, 2013 the Company entered into a Stockholders Agreement with certain stockholders of DDC (the “Stockholders Agreement”) pursuant to which Intercapital Financial Limited (“Intercapital”) was granted the right to designate one individual as an observer (“Observer”) to attend meetings of our board of directors in accordance with the terms of and subject to the limitations of the Stockholders Agreement until the earlier of (a) June 30, 2015 or (b) the date on which the beneficial ownership of Intercapital falls below its beneficial ownership as of the closing of the acquisition of DDC (the “Observer Period”). For the duration of the Observer Period, the Observer will be subject to a standstill prohibiting Intercapital and its affiliates from, among other things, acquiring beneficial ownership of our common stock that, when added to our common stock issued to Intercapital in connection with the acquisition, is in excess of 6% of the then issued and outstanding shares of our common stock. The Stockholders Agreement became effective upon the closing of the acquisition of DDC on March 1, 2014. The Observer is currently Jason Chapnik, a principal of Intercapital.

NOMINEES

The two nominees for election as Class III directors are listed below. If any nominee is unable or unwilling for good cause to stand for election as a director at the Annual Meeting, proxies will be voted for a substitute nominee designated by the present board of directors to fill the vacancy. Each director nominee has consented to be named in this proxy statement and to serve if elected and, if elected, will continue to be a director until the 2017 Annual Meeting and until a successor has been elected or qualified.

RECOMMENDATION OF OUR BOARD OF DIRECTORS

Our board of directors recommends that you vote FOR ALL the director nominees listed below:

None of our directors or executive officers is related to another director or executive officer by blood, marriage or adoption. Mark F. O’Neil’s employment agreement provides that he shall serve as Chairman of the Board during the term of his agreement. Howard L. Tischler was initially appointed to our board of directors pursuant to a stockholders’ agreement, which terminated on our initial public offering and is no longer in effect. There are no other arrangements between any director or nominee and any other person pursuant to which the director or nominee was selected.

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INFORMATION ABOUT NOMINEES FOR ELECTION AS CLASS III DIRECTORS

Mark F. O’Neil, 55, has served as our Chairman of the Board, President and Chief Executive Officer since May 2005 and has served as a member of the board of directors since August 2001. From August 2001 to May 2005, Mr. O’Neil served as our Chief Executive Officer and President. Mr. O’Neil began his career at Intel Corporation, where he first developed knowledge of the technology industry. He subsequently worked for McKinsey & Co. before moving to the automotive industry in the late 1980s. His experience in the automotive industry includes serving as President of Ertley MotorWorld, a dealer group based in Pennsylvania. From this traditional retail dealer group, Mr. O’Neil went on to co-found and lead the development and rollout of CarMax, Inc., a publicly-held used automobile retailer. From June 2000 through January 2001, Mr. O’Neil was President and Chief Operating Officer of Greenlight.com, an online automotive sales website. Mr. O’Neil is a director of Chrome Data Solutions LP, Chrome Data Operating, LLC and AutoChrome Company, each of which Chrome Systems, Inc., a wholly-owned subsidiary of Dealertrack Technologies, Inc., owns 50%. Mr. O’Neil also serves as a director of DealerTire LLC, a privately held company. Mr. O’Neil holds a BS in Industrial Engineering from Worcester Polytechnic Institute and an MBA from Harvard Business School. Our board of directors has determined that Mr. O’Neil’s experience as our Chairman of the Board, President and Chief Executive Officer as well as his experience in the automotive retail industry provide him with extensive insight into our operations and qualify him to serve as Chairman of the Board.

Joseph P. Payne, 49, has served on our board of directors since April 2013. From January 2007 through March 2013, Mr. Payne was Chief Executive Officer of Eloqua, an industry leader in the development of information technology solutions for marketing organizations, which was purchased in February 2013 by, and is now a wholly-owned subsidiary of, Oracle.Prior to joining Eloqua, Mr. Payne was President and Chief Operating Officer of iDefense, a VeriSign security intelligence company, from April 2005 to October 2006. Previously, he was President and Chief Executive Officer of eSecurity Inc., a software company, and President and Chief Executive Officer of eGrail, Inc., a content-management software company. Mr. Payne also served as Chief Marketing Officer at MicroStrategy Inc., an enterprise software company, and President and Chief Executive Officer of the Telecommunications Division of InteliData Technologies. Mr. Payne serves on the board of directors of Cornerstone OnDemand, FirstFocus, TrackMaven, Plex Systems, and St. Columbia’s Nursery School. Mr. Payne holds a BA in Public Policy Studies from Duke University and an MBA from the Fuqua School of Business, Duke University. Our board of directors has determined that Mr. Payne’s independence, experience as a chief executive officer of a public company and experience with numerous software companies qualify him to serve as a member of our board of directors.

INFORMATION ABOUT THE MEMBERS OF OUR BOARD OF DIRECTORS WHOSE TERMS OF OFFICE DO NOT EXPIRE AT THE ANNUAL MEETING

Class I Directors (terms expire at the 2015 Annual Meeting)

James Foy, 67, has served on our board of directors since September 2008. Mr. Foy served as interim Chief Executive Officer and Chairman of Talend Inc., a privately-held company, from February 2013 to October 2013. Mr. Foy was President and Chief Executive Officer of privately held Aspect Software, Inc. and two predecessor companies (Concerto Software, Inc. and Davox Corporation) from 2001 to September 2012. In 1991, he founded Constellation Software, Inc., a technology company, and served as its President and Chief Executive Officer for three years. In 1994, Constellation was acquired by VMark Software, Inc. a predecessor company of Ardent Software, which was subsequently acquired by Informix Corp. Mr. Foy remained with the surviving companies in a variety of senior executive positions including President of Informix until IBM acquired Informix in 2001. Earlier in his career, he was with Prime Computer, Inc. and International Computers Limited (ICL). Mr. Foy serves on the boards of directors of privately held Continuum Managed Services LLC and LiveLOOK Inc., and publicly traded Tangoe, Inc., a leading global provider of Connection Lifecycle Management (CLM) software and related services. From 2006 through 2008, Mr. Foy served on the board of directors of Plant/CML, a privately held company that provides crisis communications and response technologies, and served on the board of directors of Kalido Inc. until 2013. Our board of directors has determined that Mr. Foy’s independence and experience as the chief executive officer of numerous software companies qualify him to serve as a member of our board of directors.

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James David Power III, 82, has served on our board of directors since June 2002. Mr. Power has spent more than 35 years at, is a founder of and, from 1996 until April 2005, served as the Chairman of the Board of J.D. Power and Associates, a marketing information firm. Mr. Power served as a director of IMPCO Technologies, Inc., a public company, which supplies alternative fuel products to the transportation, industrial and power generation industries, from 2000 to 2008. In 1992, Mr. Power was a recipient of the Automotive Hall of Fame’s Distinguished Service Citation, awarded each year to seven of the industry’s most accomplished leaders. Mr. Power holds honorary doctorate degrees from College of the Holy Cross, California Lutheran University, California State University, Northridge and College Misericordia. He also serves as an adjunct professor of marketing at California State University, Northridge. Mr. Power holds a BA from the College of the Holy Cross and an MBA from The Wharton School at the University of Pennsylvania. Our board of directors has determined that Mr. Power’s independence and experience founding and building the marketing information firm, J.D. Power and Associates, as well as his extensive experience in the automotive industry, qualify him to serve as a member of our board of directors.

Howard L. Tischler, 60, has served as Lead Director since April 2006 and on our board of directors since March 2003. Since January 2009, Mr. Tischler has been employed as Chairman and Chief Executive Officer of Enfocel, LLC, a management and online marketing consulting firm. From September 2005 through December 2008, Mr. Tischler was employed by First Advantage Corporation, where he served as Group President of First Advantage Dealer Services. From 2001 until September 2005, Mr. Tischler was President and Chief Executive Officer of First American Credit Management Solutions, Inc., or CMSI, which was a subsidiary of The First American Corporation, as well as Teletrack, Inc. From 1999 until our acquisition of Credit Online, Inc. from CMSI in 2003, Mr. Tischler was President and Chief Executive Officer of Credit Online. Mr. Tischler currently serves on the Engineering Advisory Board at George Washington University. He holds a BS in Mathematics from the University of Maryland and an MS in Engineering and Operations Research from The George Washington University. Our board of directors has determined that Mr. Tischler’s independence, experience as President and Chief Executive Officer of Credit Online, Inc., an early entrant into Dealertrack’s industry, as well as his extensive experience with First Advantage Dealer Services and CMSI, have provided him with wide knowledge of our industry and qualify him to serve as a member of our board of directors.

Class II Directors (terms expire at the 2016 Annual Meeting)

Ann B. Lane, 59, has served on our board of directors since July 2007. From April 2000 to January 2005, Ms. Lane was Managing Director, Co-Head of Syndicated & Leveraged Finance and Head of Bank Loan Capital Markets at JPMorgan. From 1997 to 2000, Ms. Lane was Managing Director and Global Co-Head of Bank Loan Syndications at Citigroup Inc. From 1995 to 1997, Ms. Lane was Global Industry Head, Aviation and Defense at Citigroup Inc., and from 1982 to 1995, Ms. Lane held a number of senior level positions at Citigroup, including Global Head of Corporate Debt Restructuring. Ms. Lane has been a Board Member of Women in Need in New York City since December 2013 and of Musical Masterworks in Old Lyme, Connecticut since 2005 and was an Advisory Board Member of the New York City Ballet from 2005 to 2008. Ms. Lane holds a BS in Economics from the University of California at Berkeley. Our board of directors has determined that Ms. Lane’s independence, experience in the financial industry, and qualification as an audit committee financial expert, qualify her to serve as a member of our board of directors.

John J. McDonnell, Jr., 76, has served on our board of directors since July 2005. Since February 2013, Mr. McDonnell has been non-Executive Chairman of Phoenix Managed Networks, a privately held payments company (“Phoenix”). From February 2010 until that time, Mr. McDonnell had been Chief Executive Officer and a Director of Phoenix. Prior to joining Phoenix, he served as Chief Executive Officer and a Director of ExaDigm, Inc., a leading innovator of modular IP-based technology, from October 2008 until February 2010. Mr. McDonnell is the founder of TNS, Inc., a leading provider of data communications services to processors of credit card, debit card and ATM transactions worldwide. Mr. McDonnell served as Chairman and Chief Executive Officer of Transaction Network Services, Inc. from April 2001 to September 2006. Previously, he served as chairman and Chief Executive Officer of PaylinX Corp., a software provider for transaction processing, from November 1999 until it was sold to CyberSource Corp. in September 2000. He remained a director of CyberSource until its sale to VISA in 2010. Prior to that, Mr. McDonnell was President, Chief Executive Officer and a director of Transaction Network Services, Inc. from the time he founded the company

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in 1990. Mr. McDonnell is also a founder and director of the Electronic Funds Transfer Association. He was the recipient of KPMG Peat Marwick LLP’s 1997 High Tech Entrepreneur Award and the Rensselaer Polytechnic Institute 2002 Entrepreneur of the Year Award. Mr. McDonnell holds a BS in Electrical Engineering from Manhattan College, an MSEE from Renssalaer Polytechnic Institute and an Honorary Doctorate of Humane Letters from Marymount University. Our board of directors has determined that Mr. McDonnell’s independence, experience as a chairman and chief executive officer of a public company and experience with companies providing transaction processing services and network services, qualify him to serve as a member of our board of directors.

Barry Zwarenstein, 65, has served on our board of directors since November 2007. Since January 2012, Mr. Zwarenstein has been Chief Financial Officer of Five9, Inc., a publicly-traded provider of virtual call center software. From September 2008 to November 2011, Mr. Zwarenstein served as Senior Vice President and Chief Financial Officer of SMART Modular Technologies, Inc., a designer, manufacturer and supplier of electronic subsystems to original equipment manufacturers that was acquired by Silver Lake Partners in August 2011. From July 2004 through November 2006, Mr. Zwarenstein served as Senior Vice President and Chief Financial Officer, and from December 2006 through August 2008, as Executive Vice President and Chief Financial Officer, of VeriFone Holdings, Inc., a global provider of technology for electronic payment transactions and value-added services at the point-of-sale. From November 2001 to June 2004, Mr. Zwarenstein served as Vice President of Finance and Chief Financial Officer of Iomega Corporation, a provider of storage and network security systems. From January 2001 to June 2001, Mr. Zwarenstein served as Vice President and Chief Financial Officer of Mellanox Technologies Ltd., a fabless semiconductor company. From October 1998 to December 2000, Mr. Zwarenstein served as Senior Vice President and Chief Financial Officer of Acuson Corporation, a company specializing in high quality medical ultrasound equipment that was acquired by Siemens AG in 2000. From July 1996 to September 1998, Mr. Zwarenstein served as Senior Vice President, Finance, New Business Development and Chief Financial Officer of Logitech International S.A., a Switzerland-based provider of personal peripherals for computers and other digital platforms. Mr. Zwarenstein holds a Bachelor of Commerce degree from the University of Natal (now known as University of KwaZulu-Natal), South Africa, and an M.B.A. degree from the Wharton School at the University of Pennsylvania. He is qualified as a Chartered Accountant (South Africa).Our board of directors has determined that Mr. Zwarenstein’s independence, qualification as an audit committee financial expert and experience as a chief financial officer of various public companies, qualify him to serve as a member of our board of directors.

BOARD MEETINGS HELD DURING 2013

Our board of directors held six meetings during 2013 and acted four times by written consent. During 2013, each director attended at least 80% of the board of directors and committee meetings held while such director served as a director and committee member. At each regular meeting of the board of directors, the non-management directors met in executive session with our Lead Director presiding.

BOARD INDEPENDENCE

The Nominating and Corporate Governance Committee and our board of directors annually assess the independence of the non-management directors by reviewing the financial and other relationships between the directors and the company. This review is designed to determine whether these directors are independent under the criteria established by the NASDAQ Stock Market (“NASDAQ”) for independent board of directors members. The Nominating and Corporate Governance Committee and our board of directors have determined that each of Messrs. Payne, Foy, Power, Tischler, McDonnell and Zwarenstein, and Ms. Lane and Ms. Cirillo-Goldberg, our non-management directors, qualify as independent under those standards. Mr. O’Neil is not an independent director because he is our President and Chief Executive Officer. In determining the independence of Jack McDonnell and Howard Tischler, the board of directors considered the transaction described in the “Certain Relationships and Transactions” section of this Proxy Statement, beginning on page 60, in addition to those addressed by NASDAQ’s standards of independence.

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BOARD LEADERSHIP STRUCTURE

Mark O’Neil serves as both Chairman of the Board and Chief Executive Officer, and Howard Tischler serves as our Lead Director. The board of directors believes that having Mr. O’Neil serve in both of his capacities is in the best interests of the company and its stockholders because it enhances communication between the board of directors and management and allows Mr. O’Neil to more effectively execute the company’s strategic initiatives and business plans and confront its challenges. Mr. O’Neil possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and is best positioned to develop agendas that ensure that the board of directors’ time and attention are focused on the most critical matters. Mr. O’Neil’s employment agreement provides that he shall serve as the Chairman of the Board during the term of his agreement. The Lead Director is responsible for coordinating with the Chairman of the Board on the creation of the agenda for each meeting of the Board, for ensuring that topics at each meeting are effectively covered, for chairing executive sessions of the Board and for acting as the principal liason between the independent directors and management. The board of directors believes that the appointment of an independent Lead Director to lead regular executive sessions of the non-management directors, along with the board of directors’ strong committee system and substantial majority of independent directors, allow it to maintain effective oversight of management.

BOARD OVERSIGHT OF RISK

Our board of directors oversees our management, which is responsible for the day-to-day issues of risk management. Our board of directors’ committees assist the board of directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee focuses on financial risk, including the areas of financial reporting, internal controls, and compliance with legal and regulatory requirements. The Compensation Committee assists the board of directors in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The Nominating and Corporate Governance Committee oversees non-financial business risk, as well as risks associated with corporate governance, board of directors organization, membership and structure. In addition, members of management may report directly to the board of directors on significant risk management issues. Our board of directors believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of leadership structure as described under “Board Leadership Structure” above.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders and other interested parties may communicate with any of our directors, including our
non-management directors, by writing to them c/o Secretary, Dealertrack Technologies, Inc., 1111 Marcus Ave., Suite M04, Lake Success, NY 11042. Our Secretary will forward all correspondence to the board of directors, except for spam, junk mail, mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. Our Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within the company for review and possible response.

DIRECTOR ATTENDANCE AT ANNUAL MEETING

Our board of directors’ policy regarding director attendance at the Annual Meeting is that they are welcome to attend, and that we will make all appropriate arrangements for directors who choose to attend. Mr. O’Neil attended our 2013 Annual Meeting.

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a Code of Business Conduct and Ethics, which qualifies as a “code of ethics,” as defined by regulations promulgated by the Securities and Exchange Commission (“SEC”) and a “code of conduct” as defined by applicable NASDAQ listing standards, and applies to all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of our Code of Business Conduct and Ethics is available on our website at www.dealertrack.com. A copy of our Code of Business Conduct and Ethics may also be obtained, free of charge, from us upon request directed to: Dealertrack Technologies, Inc.,

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1111 Marcus Avenue, Suite M04, Lake Success, NY 11042, Attention: Investor Relations. To the extent required by applicable rules of the SEC and NASDAQ, we intend to disclose any amendment to or waiver of a provision of the Code of Business Conduct and Ethics that applies to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, by posting such information on our website at ir.dealertrack.com/governance.cfm.

COMMITTEES

Our board of directors has four standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Investment Committee. All committee members are non-management directors who, in the opinion of our board of directors, are independent as defined under applicable NASDAQ listing standards. Our board of directors has approved a written charter for each committee which is available at ir.dealertrack.com/governance.cfm.

Audit Committee.  Our Audit Committee consists of Ms. Lane and Messrs. Zwarenstein and McDonnell. Mr. Zwarenstein serves as chairperson of the Audit Committee. Our board of directors has determined that each member of the Audit Committee is independent in accordance with applicable NASDAQ listing standards and SEC rules, and that Ms. Lane and Mr. Zwarenstein are each audit committee financial experts, as defined by SEC rules, and have financial sophistication, in accordance with the applicable NASDAQ listing standards. During 2013, the Audit Committee held twelve meetings. The purpose of the Audit Committee is to oversee our accounting and financial reporting processes and the audits of our financial statements. The Audit Committee’s responsibilities include assisting our board of directors in its oversight and evaluation of:

The Audit Committee has the sole and direct responsibility for appointing, evaluating and retaining our independent registered public accounting firm and for overseeing their work. All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee. The Audit Committee also reports to stockholders as required by the SEC (please see page 15).

Compensation Committee.  We have a Compensation Committee consisting of Ms. Cirillo-Goldberg and Messrs. Foy and McDonnell. Mr. McDonnell serves as chairperson of the Compensation Committee. During 2013, the Compensation Committee held six meetings. Following the Annual Meeting, Mr. Payne will serve on the Compensation Committee as Ms. Cirillo-Goldberg is not standing for re-election at the Annual Meeting. The purpose of our Compensation Committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers. Specific responsibilities of our Compensation Committee include:

As further described in the Compensation Discussion and Analysis section of this Proxy Statement on page 34, in reviewing and recommending approval of compensation of our executive officers, the Compensation Committee considers the recommendations of our Chief Executive Officer concerning compensation of the executive officers other than himself.

The Compensation Committee may delegate any or all of its responsibilities to a subcommittee other than with respect to matters related to executive succession planning, approval of executive compensation or employment or severance agreements for executive officers or compensation decisions that are intended to

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comply with Section 162(m) of the U.S. Internal Revenue Code of 1986 and require approval by “outside directors” or are intended to be exempt from Section 16(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by virtue of being approved by a committee of “non-employee directors.” In addition, in 2013 the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“F.W. Cook”) as an independent executive compensation consulting firm to advise the Compensation Committee on matters related to Chief Executive Officer and other executive compensation. Additional information regarding the Compensation Committee’s engagement of F.W. Cook is contained in the Compensation Discussion and Analysis section of this Proxy Statement on page 34.

Our board of directors has determined that each member of the Compensation Committee is independent in accordance with the applicable NASDAQ listing standards. In making its independence determination for each member of the Compensation Committee, our board of directors considered whether the director has a relationship with the company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. The Compensation Committee also reports to stockholders on executive compensation items as required by the SEC (please see page 15).

Nominating and Corporate Governance Committee.  We have a Nominating and Corporate Governance Committee consisting of Ms. Cirillo-Goldberg and Messrs. Power and Tischler. Mr. Tischler serves as chairperson of the Nominating and Corporate Governance Committee. During 2013, the Nominating and Corporate Governance Committee held four meetings. Following the Annual Meeting, Mr. Payne will serve on the Nominating and Corporate Governance Committee as Ms. Cirillo-Goldberg is not standing for re-election at the Annual Meeting. The responsibilities of the Nominating and Corporate Governance Committee include:

The board of directors has determined that each member of the Nominating and Corporate Governance Committee is independent in accordance with the applicable NASDAQ listing standards.

Director candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the board of directors, stockholders or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee. Stockholders wishing to recommend director candidates for consideration by the committee may do so by writing to the Secretary at Dealertrack Technologies, Inc., 1111 Marcus Avenue, Suite M04, Lake Success, NY 11042. Our Secretary will forward all recommendations to the committee. Stockholders must submit their recommendations for next year on or before January 1, 2015 and provide the following information:

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The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in the same manner as director nominees recommended by any other source. The Nominating and Corporate Governance Committee may consider the following criteria in recommending candidates for election to the board of directors:

The Nominating and Corporate Governance Committee seeks to recommend candidates that further the objective of having a board of directors that encompasses a broad range of talents and expertise and reflects a diversity of background, experience and viewpoints. The Nominating and Corporate Governance Committee does not, however, have a formal policy with regard to the consideration of diversity in identifying board of directors candidates.

Investment Committee.  We have an Investment Committee consisting of Ms. Lane and Messrs. Foy and Tischler. Ms. Lane serves as chairperson of the Investment Committee. The Investment Committee was formed in January 2006. The purpose of our Investment Committee is to review investment and acquisition opportunities, approve certain acquisition and investment transactions and also make recommendations to our board of directors with respect to such acquisitions or investment opportunities and transactions. During 2013, the Investment Committee held eight meetings.

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NON-MANAGEMENT DIRECTORS’ COMPENSATION FOR FISCAL YEAR 2013

Directors who are also employees receive no fees for their services as directors. During 2013, all other directors received the following compensation for their services:

Annual Fee:		$50,000 per director.
Initial Equity Grant:		Options to purchase 30,000 shares of our common stock upon becoming a director. The grant vests in three equal annual installments commencing on the first anniversary of the grant date, subject to the director’s continued service on the board of directors. Mr. Payne received an Initial Equity Grant in 2013 upon his appointment to our board of directors.
Annual Equity Grant:		Restricted stock units equal to a value of $135,000 are granted each year on the date of our Annual Meeting. This grant vests on the day of the following Annual Meeting, subject to the director’s continued service on the board of directors.

Directors are eligible to participate in the Directors’ Deferred Compensation Plan, a non-qualified retirement plan. The Directors’ Deferred Compensation Plan allows our non-employee directors to elect to defer between 0% and 100% of the fees they would otherwise be entitled to receive in cash for services rendered as directors. Such accounts are deemed to be invested in share units that track the value of our common stock. Distributions will generally be made to a participant either following the end of the participant’s service on our board of directors, following a change of control if so elected, or at a specified time elected by the participant prior to the deferral. Distributions will generally be made in the form of shares of our common stock. Our Directors’ Deferred Compensation Plan is intended to comply with Section 409A of the Internal Revenue Code.

Our stock ownership and retention program requires non-employee members of our board of directors to own shares equal in value to four times their annual fee. Directors are expected to attain the required share ownership level within five years of joining our board of directors. Each of our directors is in compliance with this program.

The following table sets forth our non-management directors’ compensation for 2013.

Name		Fees Earned or Paid in Cash(1)				Restricted Stock Unit Awards (RSU’s)(2)				Option Awards(2)(3)				Total
Mary Cirillo-Goldberg		$	50,000			$	134,996			$	—			$	184,996
James Foy			50,000				134,996				—				184,996
Ann B. Lane			50,000				134,996				—				184,996
John J. McDonnell, Jr.			50,000				134,996				—				184,996
Joseph P. Payne			34,167				134,996				310,899				480,062
James David Power III			50,000				134,996				—				184,996
Howard L. Tischler			50,000				134,996				—				184,996
Barry Zwarenstein			50,000				134,996				—				184,996

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Name		Unvested RSUs(i)				Outstanding Stock Options
Mary Cirillo-Goldberg			4,117				50,000
James Foy			4,117				30,000
Ann B. Lane			4,117				30,000
John J. McDonnell, Jr.			4,117				0
Joseph P. Payne			4,117				30,000
James David Power III			4,117				50,000
Howard L. Tischler			4,117				40,000
Barry Zwarenstein			4,117				30,000

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AUDIT COMMITTEE REPORT

The Audit Committee of Dealertrack Technologies, Inc. hereby reports as follows:

Respectfully submitted by the Audit Committee,

Barry Zwarenstein (chairperson)
Ann B. Lane
John J. McDonnell, Jr.

Pursuant to the rules of the SEC, the foregoing Audit Committee Report is not deemed “soliciting material,” is not “filed” with the SEC, is not subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and is not incorporated by reference into any past or future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the company specifically requests that it be treated as soliciting material or specifically incorporates it by reference into a filing under the Securities Act or Exchange Act.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed by PwC for 2013 and 2012:

		2013				2012
Audit fees(1):		$	1,264,000			$	1,211,000
Audit-related fees(2):			120,000				364,000
Tax fees:			0				0
All other fees(3):			2,000				1,500
Total:		$	1,386,500			$	1,576,500

All of the audit-related and other services that PwC provided to us in 2013 and 2012 were approved by the Audit Committee by means of specific pre-approvals or pursuant to the procedures contained in the pre-approval policies and procedures established by the Audit Committee.

The audit committee, on an annual basis, approves the “Pre-approval Policies and Procedures” as well as a related Exhibit which identifies the nature of services which are considered pre-approved. These services include, but are not limited to, audit services such as those associated with SEC registration statements, periodic reports and other documents filed with the SEC, as well as consultations with the Company’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards interpretations by the SEC, FASB or other regulatory or standard settings bodies. These services include, but are not limited to, non-audit services such as due diligence services pertaining to potential acquisitions of complete businesses or significant investments in businesses, joint ventures or strategic alliances. No tax services are pre-approved. Services not on the pre-approval Exhibit are not pre-approved. Pre-approved services up to $100,000 can be provided by the auditor under the pre-approval policy without additional approval. The audit committee chair can approve additional amounts between committee meetings at their discretion. All services performed by the auditor are reviewed with the committee at each meeting date, where any necessary additional approvals are requested.

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PROPOSAL TWO: RATIFICATION
OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our board of directors has selected PwC to serve as our independent registered public accounting firm for the 2014 fiscal year. Additional information concerning the Audit Committee and its activities with PwC can be found in the “Audit Committee Report” on page 15 and the section titled “Principal Accountant Fees and Services.”

The Sarbanes-Oxley Act of 2002 and Section 10A of the Exchange Act require that the Audit Committee of the board of directors be directly responsible for the appointment, compensation and oversight of the audit work of our independent registered public accounting firm. Ratification by the stockholders of the selection of PwC is not required by law, our bylaws or otherwise. However, the board of directors is submitting the selection of PwC for stockholder ratification to ascertain stockholders’ views on the matter.

A representative of PwC will attend the Annual Meeting to respond to appropriate questions and to make a statement if he or she desires to do so.

RECOMMENDATION OF OUR BOARD OF DIRECTORS

Our board of directors recommends that you vote FOR the ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2014.

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PROPOSAL THREE:
ADVISORY VOTE ON THE COMPENSATION
OF EXECUTIVE OFFICERS

General

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables stockholders to vote to approve on an advisory, nonbinding basis, the compensation of our Named Executive Officers, as we have described it in the “Executive Compensation” section of this proxy statement, beginning on page 47. This vote, commonly known as a “say-on-pay” vote, provides stockholders with the opportunity to express their views on our Named Executive Officers’ compensation. The vote is not intended to address any specific item of our executive compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement. The board of directors has adopted a policy providing for annual say-on-pay votes. Unless the board of directors modifies this policy, the next say-on-pay vote will be held at our 2015 Annual Meeting of Stockholders.

Compensation Philosophy

As described in the section of this proxy statement entitled “Compensation Discussion and Analysis”, our executive compensation program is designed to:

We seek to provide executive compensation that is competitive with a peer group of companies similar in size to ours. We generally aim to set each Named Executive Officer’s target total direct compensation at approximately the median of the levels paid to similarly situated executives in our peer group (with lower positioning of target cash compensation offset by higher positioning of long-term incentive grants). However, peer group data is intended to serve as one of several reference points to assist the Compensation Committee in its discussions and deliberation. The Compensation Committee reserves flexibility to vary from this positioning based on a variety of factors including prior year compensation targets, the Named Executive Officer’s overall performance, changes in roles or responsibilities, and prior year short- and long-term incentive payments. The primary elements of executive compensation are base salary, an annual incentive plan, and annual grants of long-term equity awards. Executive compensation has a high proportion of total direct compensation delivered through pay-for-performance incentive and long-term equity compensation, equating to a greater proportion of at-risk compensation.

In an effort to align executive compensation with company performance, the performance metrics in our executive compensation plans include revenue, free cash flow, and total stockholder return. The objective of these programs is to focus our Named Executive Officers on achieving both short and long-term financial results. The Compensation Committee considered our 2013 budget and financial performance expectations in designing the 2013 Named Executive Officer compensation program.

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Please see our “Compensation Discussion and Analysis” (beginning on page 34), the compensation tables and related narrative disclosures for detailed information about our executive compensation programs, including information about the fiscal 2013 compensation of our Named Executive Officers.

Accordingly, we are requesting your nonbinding vote on the following resolution:

“RESOLVED, that the stockholders of Dealertrack Technologies, Inc. approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in this proxy statement for the 2014 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosures.”

This say-on-pay vote is advisory and, therefore, not binding on Dealertrack, our board of directors, or the Compensation Committee of the board of directors. Our board of directors and Compensation Committee value the opinions of our stockholders and will take into account the outcome of the vote when considering future executive compensation decisions and arrangements.

RECOMMENDATION OF OUR BOARD OF DIRECTORS

Our board of directors recommends that you vote FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.

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PROPOSAL FOUR:
PROPOSAL TO AMEND AND RESTATE OUR
FOURTH AMENDED AND RESTATED 2005 INCENTIVE AWARD PLAN

On April 24, 2014, our board of directors provided their written consent for us to amend and restate, subject to approval by our stockholders, the Fourth Amended and Restated Dealertrack Technologies, Inc. 2005 Incentive Award Plan, or the Fourth Restated 2005 Plan, and to rename it the Fifth Amended and Restated Dealertrack Technologies, Inc. 2005 Incentive Award Plan, or the Fifth Restated 2005 Plan. At the Annual Meeting, our stockholders will be asked to approve the following amendments set forth in the Fifth Restated 2005 Plan:

As of March 10, 2014, there were 4,502,596 shares of common stock subject to outstanding awards granted under the Fourth Restated 2005 Plan (including 187,116 shares subject to performance-based stock units at the targeted level of performance, the actual payout of which could range up to 271,804 shares if the maximum performance levels are achieved), and an additional 2,687,025 shares of common stock were available for new award grants under the Fourth Restated 2005 Plan (assuming for these purposes that the targeted number of shares subject to performance-based stock units are issued — if the maximum number of shares are issued the number of available shares would decrease to 2,602,337 shares). The Fifth Restated 2005 Plan would increase the reserved shares of our common stock under the plan by 2,900,000 shares. Based solely on the closing price of our common stock as reported by NASDAQ on March 10, 2014, the maximum aggregate market value of the additional 2,900,000 new shares of common stock that could be issued under the Fifth Restated 2005 Plan is $161,733,000 million. The shares we issue under the Fifth Restated 2005 Plan will be authorized but unissued shares.

We believe that incentives and stock-based awards focus employees on the objective of creating stockholder value and promoting our success, and that incentive compensation plans like the Fifth Restated 2005 Plan are an important attraction, retention and motivation tool for participants in the plan. Our board of directors approved the foregoing amendments based on a belief that the number of shares of our common stock available under the Fourth Restated 2005 Plan does not give us sufficient authority and flexibility to adequately provide for future incentives. Our board of directors believes that these amendments would allow the Compensation Committee to continue to use stock-based awards to attract and retain employees and directors, further align employee and stockholder interests, continue to link employee compensation with Company performance and maintain a culture of ownership.

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If our stockholders do not approve this Fifth Restated 2005 Plan proposal, the current share limits will continue in effect, the changes to the other share counting rules described under “Authorized Shares; Limits on Awards” below that are subject to stockholder approval of this Fifth Restated 2005 Plan proposal will not be implemented, and the plan term and performance-based award feature described above will not be extended.

Summary Description of the Fifth Restated 2005 Plan

The following description of the Fifth Restated 2005 Plan summarizes certain features of the Fifth Restated 2005 Plan and is intended to be a summary only. The summary is qualified in its entirety by the full text of the Fifth Restated 2005 Plan that is attached hereto as Annex A.

Purpose

The purposes of the Fifth Restated 2005 Plan are to promote the success and enhance the value of the Company by linking the personal interests of our directors, employees and other eligible persons to those of our stockholders by providing such individuals with an incentive for outstanding performance to generate superior returns for our stockholders, and to provide us with an additional means for us to motivate, attract and retain and reward directors, employees and other eligible persons upon whose judgment, interest and special effort the successful conduct of the Company’s operation is largely dependent.

Administration

The Compensation Committee of the board of directors is authorized to administer the Fifth Restated 2005 Plan. The Compensation Committee has the power, subject to the provisions of the Fifth Restated 2005 Plan, to designate participants to receive awards, determine the type or types of awards to be granted to each participant, determine the number of awards to be granted and the number of shares of stock to which an award will relate, determine the terms and conditions of any award, including the exercise price, grant price, purchase price, any restrictions or limitations on the award, any schedule for lapse of forfeiture restrictions or restrictions on exercisability, and provisions dealing with non-competition and recapture of gain on an award, to determine whether, and to what extent and pursuant to what circumstances an award may be settled in or the exercise price may be paid in cash, stock other awards or other property, determine when an award may be canceled, forfeited or surrendered, prescribe the form of each award agreement, establish adopt or revise any rules and regulations necessary or advisable to administer the plan, interpret the terms of the plan or any award agreement and make all other decisions and determinations that may be required pursuant to the plan or in the determination of the Compensation Committee. The Compensation Committee may also delegate to one or more of the members of the board of directors or one or more of our officers the power to designate which of our non-officer employees shall receive awards and the number of shares of common stock that will be subject to each award, subject to the requirements of applicable law and a maximum aggregate number of shares specified by the Compensation Committee at the time the delegation to the officers is made.

No Repricing

In no case (except due to an adjustment to reflect a stock split or other event referred to under “Adjustments for Stock Dividends, Stock Splits, Etc.” below, or any repricing that may be approved by our stockholders) will the Compensation Committee (1) amend an outstanding stock option or stock appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original award.

Eligibility

Persons eligible to participate in the Fifth Restated 2005 Plan will include officers or employees of the Company or any of its subsidiaries and non-employee directors and consultants of the Company. As of March 10, 2014, approximately 1,073 individuals (including all of our Named Executive Officers and each of the eight non-employee members of our board of directors) were considered eligible to participate in the Fifth Restated 2005 Plan.

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Authorized Shares; Limits on Awards

The maximum number of shares of our common stock that may be issued or transferred pursuant to awards under the Fourth Restated 2005 Plan equals 16,405,847 shares. This maximum number of shares includes shares that become available under the Fourth Restated 2005 Plan because they were never issued under our old 2001 Stock Option Plan. If our stockholders approve this Fifth Restated 2005 Plan proposal, 2,900,000 additional shares will be available for awards under the Fifth Restated 2005 Plan, resulting in a total of 19,305,847 shares available for awards under the plan.

Shares issued in respect of any “full-value award” granted under both the Fourth Restated 2005 Plan and the Fifth Restated 2005 Plan are counted against the share limit described in the preceding paragraph as one share for every one share actually issued in connection with the award. For example, if the Company were to grant 100 shares of its common stock, 100 shares would be charged against the share limit with respect to that award. For this purpose, a “full-value award” generally means any award granted under the plan other than a stock option or stock appreciation right.

The following other limits are also contained in the Fifth Restated 2005 Plan:

Following are other rules under the Fifth Restated 2005 Plan for counting shares against the applicable share limits of the plan:

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Types of Equity-Based Awards

As under the Fourth Restated 2005 Plan, under the Fifth Restated 2005 Plan, we may grant non-qualified stock options, restricted common stock, stock appreciation rights, or SARs, performance shares, performance stock units, stock payment awards, deferred stock awards, restricted stock units, performance-based awards (payable either in cash or in shares) to our employees, directors or consultants, and additionally, we may grant incentive stock options to our employees.

Stock Options.  The Compensation Committee may grant stock options to eligible persons under the Fifth Restated 2005 Plan. Each option granted pursuant to the Fifth Restated 2005 Plan is designated at the time of grant as either an incentive stock option or as a non-qualified stock option. Non-qualified stock options may be granted to all eligible persons, but incentive stock options may be granted only to employees of the Company and its related entities. The option term of new option grants is limited to ten years. All new option grants must have a per share option exercise price that is not less than the fair market value of shares of our common stock on the grant date.

Restricted Common Stock.  Participants’ rights with respect to grants of restricted common stock awarded under the Fifth Restated 2005 Plan are subject to transferability and forfeiture restrictions during a restricted period. While the restrictions are in place, the participant generally has the rights and privileges of a stockholder, including the right to vote the restricted common stock and to receive dividends.

Restricted Stock Units and Deferred Stock Units.  Each restricted stock unit and deferred stock unit awarded by the Compensation Committee entitles the participant to receive one share of common stock for each unit at the end of the vesting or deferral periods. A holder of restricted stock units or deferred stock units has no voting rights, rights to receive cash distributions or other rights as a stockholder until shares of common stock are issued to the holder in settlement of the stock units.

Stock Payments.  The Compensation Committee may grant stock payments to eligible persons under the Fifth Restated 2005 Plan. A stock payment granted pursuant to the Fifth Restated 2005 Plan is either a payment in the form of shares of our common stock or an option or other right to purchase shares of our common stock, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation. The number of shares subject to the award is determined by the Compensation Committee and may be based on the performance criteria set forth in the plan or other specific performance criteria determined by the Compensation Committee, determined on the date such stock payment is made or on any date thereafter.

Stock Appreciation Rights.  SARs are awards that give the recipient the right to receive an amount equal to (1) the number of shares exercised under the right, multiplied by (2) the amount by which our stock price exceeds the fair market value of shares of our common stock on the grant date (the SAR base price). Payment may be in shares of our common stock with equivalent value. The term of SARs is limited to ten years. SARs expire under the same rules that apply to stock options.

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Performance Awards.  Holders of performance shares or units will be entitled to receive payment in shares of our common stock if the performance goals established by the Compensation Committee are achieved. The Compensation Committee may also award incentive bonuses in the form of cash upon the attainment of performance goals established by the Compensation Committee. To ensure that certain awards granted under the Fifth Restated 2005 Plan to a Covered Employee qualify as “performance-based compensation” under Section 162(m) of the Code, the Fifth Restated 2005 Plan provides that the Compensation Committee may require that the vesting of such awards be conditioned on the satisfaction of performance criteria that may include any or all of the following: earnings before interest, taxes, depreciation and amortization, adjusted earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), adjusted net income (loss) (either before or after interest, taxes, depreciation and/or amortization), economic value-added, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow, or cash net income), cash net income, return on capital, return on assets, return on stockholders’ equity, total stockholder return, return on sales, gross or net profit margin, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share, price per share of stock, market share, number of customers and market capitalization, any of which may be measured in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Compensation Committee will select the particular performance criteria within 90 days (or any shorter period required under Section 162(m) of the Code) following the commencement of a performance cycle. Depending on the performance criteria used to establish the performance goals, the performance goals may be expressed on an absolute or relative (including, without limitation, relative to the performance of other companies or upon comparisons of any of the indicators of performance relative to other companies) basis for us on a consolidated basis or for one or more of our subsidiaries, segments, divisions or business units, the performance of an individual, or any combination of the foregoing. The Compensation Committee, in its discretion, may adjust or modify the calculation of performance goals for a performance period in order to prevent the dilution or enlargement of the rights of participants (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development, or (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting us, or our financial statements, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions.

Change of Control

In connection with any change of control, except as may otherwise be provided in any applicable award or employment agreement, unless awards granted pursuant to the Fifth Restated 2005 Plan are converted, assumed or replaced by the successor entity, the awards will automatically become fully vested and exercisable and all forfeiture restrictions with respect to such awards shall lapse prior to the consummation of the change in control, unless otherwise provided in an award agreement. In addition, with respect to any awards, in connection with any change in control (or other unusual or nonrecurring transaction affecting us or our consolidated financial statements), the Compensation Committee, in its sole discretion, may:

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Any such action may be effected by the Compensation Committee either by the terms of the applicable award agreement or by action of the Compensation Committee taken prior to the change of control. Please see the “Employment Agreements with Named Executive Officers” section of this Proxy Statement for a summary of the change of control definition in the Fifth Restated 2005 Plan.

Adjustments for Stock Dividends, Stock Splits, Etc.

As is customary in incentive plans of this nature, the Compensation Committee shall make appropriate adjustments to each share limit and the number and kind of shares of common stock that are subject to the Fifth Restated 2005 Plan or awards granted thereunder, as well as the exercise or purchase prices of awards and performance targets or criteria under certain types of performance-based awards, and to any outstanding awards to reflect certain reorganizations, mergers, combinations, recapitalizations, stock dividends, stock splits, extraordinary cash dividends and similar events.

Restrictions on Transfer

Subject to certain exceptions contained in the Fifth Restated 2005 Plan, awards are generally not transferable by participants other than by will or the laws of descent and distribution. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the participant or the participant’s beneficiary or representative. The Compensation Committee has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws and are not made for value.

Clawback Policy

Awards granted under the Fifth Restated 2005 Plan are subject to the terms of the Company’s clawback policy described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Tax Withholding

Participants in the Fifth Restated 2005 Plan are responsible for the payment of any federal, state or local taxes that we are required by law to withhold upon any option exercise or vesting of other awards. Subject to approval by the Compensation Committee, participants may elect to have the minimum tax withholding obligations satisfied by authorizing us to withhold shares of common stock to be issued pursuant to an option exercise or vesting of other awards, or through the delivery of previously acquired shares owned by the participant.

Amendments, Suspension and Termination

The Compensation Committee is generally authorized to adopt, amend and rescind rules relating to the administration of the Fifth Restated 2005 Plan, and to amend, suspend and terminate the Fifth Restated 2005 Plan with the approval of our board of directors. However, we must generally obtain approval of our stockholders: (i) to increase the number of shares of our common stock that may be issued under the Fifth Restated 2005 Plan; (ii) to permit the Compensation Committee to grant new options with an exercise price below fair market value on the date of grant, (iii) to permit the Compensation Committee to extend the exercise period for an option or an SAR beyond ten years from the date of grant, or (iv) that results in a material increase in benefits or a change in eligibility requirements. Subject to the following sentence, the Fourth Restated 2005 Plan is currently scheduled to expire on March 28, 2022. The proposed amendment and restatement of the plan would extend our ability to grant new awards under the Fifth Restated 2005 Plan until April 24, 2024.

Specific Benefits under the Fifth Restated 2005 Plan

We have not approved any awards that are conditioned upon stockholder approval of the proposed Fifth Restated 2005 Plan. We are not currently considering any other specific award grants under the Fifth Restated 2005 Plan except for the annual grants of shares of our common stock to Non-Employee Directors described under “Non-Management Directors’ Compensation for Fiscal Year 2013”. Under our current policy, each of our outside directors will receive an annual equity grant of a fixed amount of shares of restricted stock units equal to $135,000 on the date of our Annual Meeting of Stockholders. The actual number of shares will be

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determined based on the market price of our common stock on the date of grant. Assuming, for illustrative purposes only, that the price of the common stock used for the conversion of the applicable dollar amount set forth above into shares was $50, the number of shares that would be allocated to our eight non-employee directors as a group pursuant to the annual grant formula is approximately 216,000. This amount represents the aggregate number of shares that would be subject to the annual grants under the director annual equity grant program for fiscal 2014 through fiscal 2024 (the ten remaining years in the term of the plan if our stockholders approve this proposal) based on that assumed stock price. This calculation also assumes that there are no new eligible directors, there continue to be eight eligible directors seated and there are no changes to the awards granted under the director annual equity grant program.

We cannot project the grants that may be made to our officers and employees because such grants are made at the discretion of the Compensation Committee. If the proposed Fifth Restated 2005 Plan had been in effect in fiscal 2013, we expect that our award grants for fiscal 2013 would not have been different from those actually made in that year under the Fourth Restated 2005 Plan. For information regarding stock-based awards granted to our Named Executive Officers during fiscal 2013, see the material under the heading, “Executive Compensation” on page 47. For information regarding past award grants under the Fourth Restated 2005 Plan, see the “Aggregate Past Grants Under the Fourth Restated 2005 Plan” table below.

The following table shows the total number of shares of our common stock that were subject to outstanding restricted stock and restricted stock unit awards granted under the Fourth Restated 2005 Plan, that were subject to outstanding stock options granted under the Fourth Restated 2005 Plan, and that were then available for new award grants under the Fourth Restated 2005 Plan as of December 31, 2013 and as of March 10, 2014. The following table also shows the number of shares of our common stock that were available under our Employee Deferred Compensation Plan and our Director Deferred Compensation Plan as of each such date (there were no outstanding stock option or stock appreciation rights awards or unvested stock units outstanding under either of these plans as of December 31, 2013 or March 10, 2014). The plans listed in the following table are the only plans in the place under which shares of our common stock are eligible to be awarded.

		December 31, 2013				March 10, 2014
Shares subject to outstanding restricted stock and restricted stock unit awards (excluding performance-based vesting awards)			968,568				926,696
Shares subject to outstanding performance-based stock unit awards (at the targeted level of performance, with the payout if the maximum performance levels are achieved shown in brackets)			229,583 (324,676)				187,116 (271,804)
Shares subject to outstanding stock options and stock appreciation rights			3,512,833				3,388,784
Shares available for new award grants under the Fourth Restated 2005 Plan			3,244,700				2,687,025
Shares available for new award grants under the Employee Deferred Compensation Plan(1)			147,823				147,823
Shares available for new award grants under the Director Deferred Compensation Plan(2)			0				0

As of March 10, 2014, our outstanding stock options had a weighted average exercise price of $23.51 and a weighted average remaining term of 3.32 years.

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We also sponsor the Employee Stock Purchase Plan. The Employee Stock Purchase Plan is intended as a qualified employee share purchase plan that complies with Section 423 of the Code. The number of approved shares to grant under the plan is 1,500,000, and 414,210 have been granted from the plan.

The total number of shares of our common stock subject to awards that we granted under the Fourth Restated 2005 Plan over the last three fiscal years, and to-date (as of March 10, 2014) for fiscal 2014, are as follows:

The number of shares granted subject to performance-based stock units above is based on the targeted level of performance.

The Compensation Committee anticipates that the 2,900,000 additional shares requested for the Fifth Restated 2005 Plan (together with the shares available for new award grants under the Fourth Restated 2005 Plan on the date of the Annual Meeting) will provide us with flexibility to continue to grant equity awards under the Fifth Restated 2005 Plan through approximately 2019, accommodating grants relating to the hiring, retention and promotion of employees and providing reasonable flexibility for acquisitions. However, this is only an estimate, in our judgment, based on current circumstances. The total number of shares that are awarded under the Fifth Restated 2005 Plan in any one year or from year-to-year may change based on any number of variables, including, without limitation, the value of our common stock (since higher stock prices generally require that fewer shares be issued to produce awards of the same grant date fair value), changes in competitors’ compensation practices or changes in compensation practices in the market generally, changes in the number of our employees, changes in the number of our directors and officers, acquisition activity and the need to grant awards to new employees in connection with acquisitions, the need to attract, retain and incentivize key talent, the type of awards we grant, the extent to which any applicable performance-based vesting requirements are satisfied and how we choose to balance total compensation between cash and equity-based awards.

To help assess the potential dilutive impact of the Fifth Restated 2005 Plan proposal, the number of shares of our common stock issued and outstanding in each of the last three fiscal years is as follows: 45,927,190 shares issued and 42,827,997 outstanding at the end of fiscal 2011, 46,957,932 shares issued and 43,829,314 outstanding at the end of fiscal 2012, and 48,117,739 shares issued and 44,959,332 outstanding at the end of fiscal 2013. The number of shares of our common stock issued and outstanding as of March 10, 2014 was 57,635,055 and 54,390,162 shares, respectively. For these purposes, issued and outstanding shares include unvested restricted shares of our common stock outstanding as of the applicable date. The closing market price for a share of our common stock as of March 10, 2014 was $55.77 per share.

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Aggregate Past Grants Under the Fourth Restated 2005 Plan

As of March 10, 2014, awards covering 16,519,332 shares of our common stock had been granted under the Fourth Restated 2005 Plan. (This number of shares includes shares subject to awards that expired or terminated without having been exercised or paid and became available for new award grants under the Fourth Restated 2005 Plan.) The following table shows information regarding the distribution of those awards among the persons and groups identified below, option exercises and restricted stock and restricted stock units vesting prior to that date, and any option, unvested restricted stock and restricted stock unit holdings as of that date.

		STOCK OPTIONS AND STOCK APPRECIATION RIGHTS																RESTRICTED STOCK/UNITS
		Number of Shares Subject to Past Option/SAR Grants				Number of Shares Acquired On Exercise				Number of Shares Underlying Options as of March 10, 2014								Number of Shares/Units Subject to Past Awards				Number of Shares/Units Vested as of March 10, 2014				Number of Shares/Units Outstanding and Unvested as of March 10, 2014
Name and Position										Exercisable				Unexercisable
Named Executive Officers:
Mark F. O’Neil Chairman, President and Chief Executive Officer			2,132,390				1,039,534				783,488				129,415				659,666				428,224				105,531
Eric D. Jacobs Executive Vice President, Chief Financial and Administrative Officer			496,992				191,003				245,568				60,421				231,925				146,961				48,201
Mark Furcolo Executive Vice President and Group President, Lender Solutions			50,588				15,643				255				34,690				38,384				8,996				29,388
Raj Sundaram Executive Vice President and Group President, Dealer Solutions			332,145				127,878				139,997				64,270				216,585				137,843				51,978
Richard McLeer Executive Vice President, Technology and Service Solutions, and Chief Information Officer			342,766				124,824				152,014				56,554				170,080				104,452				46,214
Total for all Current Executive Officers (including the Named Executive Officers identified above):			3,354,881				1,498,882				1,321,322				345,350				1,316,640				826,476				281,312
Mary Cirillo-Goldberg			56,250				6,250				50,000				0				49,525				26,077				4,117
James Foy			30,000				0				30,000				0				37,085				13,637				4,117
Ann B. Lane			30,000				0				30,000				0				42,525				33,826				4,117
John J. McDonnell, Jr.			30,000				30,000				0				0				49,525				45,408				4,117
Joseph P. Payne			30,000				0				0				30,000				4,117				0				4,117
James David Power III			56,250				6,250				50,000				0				49,525				26,077				4,117
Howard L. Tischler			40,000				0				40,000				0				49,525				45,408				4,117
Barry Zwarenstein			30,000				30,000				0				0				41,650				22,784				4,117
Total for all Current Non-Executive Directors			302,500				72,500				200,000				30,000				323,477				213,217				32,936

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		STOCK OPTIONS AND STOCK APPRECIATION RIGHTS																RESTRICTED STOCK/UNITS
		Number of Shares Subject to Past Option/SAR Grants				Number of Shares Acquired On Exercise				Number of Shares Underlying Options as of March 10, 2014								Number of Shares/Units Subject to Past Awards				Number of Shares/Units Vested as of March 10, 2014				Number of Shares/Units Outstanding and Unvested as of March 10, 2014
Name and Position										Exercisable				Unexercisable
Each other person who has received 5% or more of the options, warrants or rights under the Fourth Restated 2005 Plan
All employees, including all current officers who are not executive officers or directors, as a group			8,460,703				3,748,313				893,784				598,328				2,758,024				1,385,306				719,133
Total			12,118,084				5,319,695				2,415,106				973,678				4,398,141				2,424,999				1,033,381

Mr. O’Neil and Mr. Payne are nominees for re-election at the Annual Meeting.

Federal Income Tax Aspects of Awards Under the Code

The following is a summary of the principal U.S. federal income tax consequences of certain transactions under the Fifth Restated 2005 Plan under current federal law, which is subject to change. This summary is not intended to be exhaustive and, among other considerations, does not describe all federal tax consequences under the Fifth Restated 2005 Plan, does not describe the deferred compensation provisions of Section 409A of the Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local or international tax consequences.

Stock Options.  The grant of stock options under the Plan will not result in taxable income at the time of the grant for either the Company or the optionee. Upon exercising an incentive stock option, the optionee will have no taxable income (except for the alternative minimum tax, if applicable) and the Company will receive no deduction. Upon exercising a non-qualified stock option, the optionee will recognize ordinary income in the amount by which the fair market value of the common stock at the time of exercise exceeds the option exercise price, and the Company will be entitled to a deduction for the same amount. The optionee’s income is subject to withholding tax as wages. The tax treatment of the optionee upon a disposition of shares of common stock acquired through the exercise of a stock option is dependent upon the length of time that the shares have been held and whether such shares were acquired by exercising an incentive stock option or a non-qualified stock option. If an employee exercises an incentive stock option and holds the shares for two years from the date of grant and one year after exercise, then any gain or loss upon the sale of the underlying shares will be treated as long-term capital gain or loss. Shares obtained upon exercise of an incentive stock option that are sold without satisfying these holding periods will be treated as shares received from the exercise of a non-qualified stock option. Generally, upon the sale of shares obtained by exercising a non-qualified stock option, the optionee will treat the gain realized on the sale as a short-term or long-term capital gain, depending on the length of the holding period. Generally, there will be no tax consequence to the Company in connection with the disposition of shares of common stock acquired under an option, except that the Company may be entitled to a deduction in the case of a disposition of shares acquired upon exercise of an incentive stock option before the applicable holding periods have been satisfied.

Restricted Common Stock.  An award of restricted common stock will not result in taxable income to the participant at the time of grant. Upon the lapse of the restrictions, the participant will recognize ordinary income in the amount of the fair market value of the shares of common stock at the time that the restriction lapses. Alternatively, within 30 days after receipt of the restricted common stock, a participant may make an election under Section 83(b) of the Code, which would allow the participant to include in income in the year that the restricted common stock is awarded an amount equal to the fair market value of the restricted common stock on the date of such award determined without regard to the restrictions.

The Company will be entitled to a deduction for the year in which the participant recognizes ordinary income with respect to the restricted common stock in an amount equal to such income.

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Other Awards.   The current federal income tax consequences of other awards authorized under the Fifth Restated 2005 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as non-qualified stock options. Restricted stock units and deferred stock units are taxed and deductible when the recipient receives shares of common stock in settlement of such units. Stock-based or cash-based performance awards, and other types of awards are generally subject to tax at the time of payment. In each of the foregoing cases, the Company will generally have a corresponding deduction at the time the participant recognizes income.

Parachute Payments

The vesting of any portion of an option or other award that is accelerated due to the occurrence of a “change of control” may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to us, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Limitation on Deductions

Under Section 162(m) of the Code, our deduction for certain awards under the Fifth Restated 2005 Plan may be limited to the extent that the Chief Executive Officer or other executive officer whose compensation is required to be reported in the Summary Compensation Table receives compensation in excess of $1 million a year (other than performance-based compensation that otherwise meets the requirements of Section 162(m) of the Code). The Fifth Restated 2005 Plan is structured to allow grants to qualify as performance-based compensation.

Equity Compensation Plan Information

We currently maintain four equity compensation plans, the Fourth Restated 2005 Plan, the Employee Deferred Compensation Plan, the Director Deferred Compensation Plan and the Employee Stock Purchase Plan, each of which has been approved by stockholders. Stockholders are being asked to approve certain amendments to the Fourth Restated 2005 Plan as described above. The following table sets forth, for each of our equity compensation plans, the number of shares of common stock subject to outstanding options, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants as of December 31, 2013.

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)				Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities in Column (a)) (c)
Equity compensation plans approved by security holders			4,809,112			$	20.50	(1)			4,478,313	(2)
Equity compensation plans not approved by security holders			—				—				—
Total			4,809,112			$	20.50				4,478,313	(2)

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Vote Required

Our board of directors believes that the adoption of the proposed Fifth Restated 2005 Plan will promote the interests of the Company and our stockholders and will help the Company and its subsidiaries continue to be able to attract, retain and reward persons important to our success.

All members of our board of directors are eligible for awards under the Fifth Restated 2005 Plan and thus have a personal interest in the approval of the Fifth Restated 2005 Plan proposal.

Under our bylaws, the affirmative vote of a majority of shares of common stock present in person or represented by proxy at the meeting and entitled to vote on this proposal is required for the approval of the Fifth Restated 2005 Plan. Abstentions shall be included in determining the number of shares present and entitled to vote on the proposal, thus having the effect of a vote against the proposal. Broker non-votes are not counted in determining the number of shares present and entitled to vote and will therefore have no effect on the outcome.

RECOMMENDATION OF OUR BOARD OF DIRECTORS

Our Board of Directors recommends that you vote FOR the approval of the amendment and restatement of our Fourth Amended and Restated 2005 Incentive Award.

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EXECUTIVE OFFICERS

The following individuals serve as our executive officers:

Name		Age		Title
Mark F. O’Neil		55		Chairman of the Board, President and Chief Executive Officer
Mark Furcolo		52		Executive Vice President, Lender Solutions
Rick Gibbs		38		Executive Vice President, Digital Marketing Solutions
Ana M. Herrera		57		Senior Vice President, Human Resources
Eric D. Jacobs		47		Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
Richard McLeer		49		Executive Vice President, Technology and Service Solutions, Chief Information Officer
Raj Sundaram		47		Executive Vice President, Dealer Solutions, Sales and Marketing
Rick G. Von Pusch		52		Senior Vice President, Sales

Mark F. O’Neil has served as our Chairman of the Board, President and Chief Executive Officer since May 2005 and has served as a member of the board of directors since August 2001. From August 2001 to May 2005, Mr. O’Neil served as our Chief Executive Officer and President. Mr. O’Neil began his career at Intel Corporation, where he first developed knowledge of the technology industry. He subsequently worked for McKinsey & Co. before moving to the automotive industry in the late 1980’s. His experience in the automotive industry includes serving as President of Ertley MotorWorld, a dealer group based in Pennsylvania. From this traditional retail dealer group, Mr. O’Neil went on to co-found and lead the development and rollout of CarMax, Inc., a publicly-held used automobile retailer. From June 2000 through January 2001, Mr. O’Neil was President and Chief Operating Officer of Greenlight.com, an online automotive sales website. He also serves as a director of DealerTire LLC, a privately held company. Mr. O’Neil holds a BS in Industrial Engineering from Worcester Polytechnic Institute and an MBA from Harvard Business School.

Mark Furcolo has served as our Executive Vice President, Lender Solutions, since January 2013. Mr. Furcolo served as Senior Vice President, Processing Solutions Group, from February 2011 to January 2013. From December 2008 through its acquisition by us in February 2011, Mr. Furcolo served as the Chief Executive Officer of triVIN, Inc. Mr. Furcolo also held the position of President and Chief Operating Officer of General Systems Solutions, Inc. (“GSS”), a subsidiary of triVIN, from March of 2007 through the acquisition. Mr. Furcolo served as Vice President and Chief Financial Officer of triVIN from June 1998 through March 2007, and as the Chief Financial Officer of GSS from November 1995 through March 2007. Mr. Furcolo joined GSS in June 1992 as its Controller and Finance Manager. Before joining GSS, Mr. Furcolo served as a commercial loan officer of Fleet Bank from June 1989 to June 1992. Before joining Fleet Bank, Mr. Furcolo was an adjunct faculty member at the University of Rhode Island where he instructed courses on software development. Mr. Furcolo holds a BA and MBA from the University of Rhode Island.

Richard (Rick) Gibbs has served as our Executive Vice President, Digital Marketing Solutions, since the closing of the DDC acquisition on March 1, 2014. Mr. Gibbs was a founding member of DDC in February 1999, served as a Developer from February 1999 to 2001, its Executive Vice President and Chief Technology Officer from 2001 to May 2010, its President from May 2010 to March 2014, and its Chief Executive Officer from December 2012 to March 2014. During his tenure with DDC, Mr. Gibbs was responsible for the success of DDC’s digital marketing platform, guided DDC’s digital and social advertising initiatives, built out the leadership team, and was instrumental in bringing on and cultivating key employees of DDC. Prior to co-founding DDC, Mr. Gibbs was a consultant at Noblestar. Mr. Gibbs holds a BS in Computer Engineering and minor in Software Engineering from Clarkson University.

Ana M. Herrera has served as Senior Vice President, Human Resources from February 2007 through August 2011, and from September 2011 to the present. From August 2011 to September 2011, she served as Chief Human Resources Officer at FX Alliance, LLC. From May 2005 to January 2007, Ms. Herrera served as Vice President, Human Resources, of Dealertrack. From September 2002 to May 2005, Ms. Herrera was Vice President of Human Resources at MeadWestvaco Corporation, where she led the global human resources function for the company’s Consumer Packaging Group. Prior to this, Ms. Herrera spent two years as a

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consultant, working on a wide range of human resources assignments for a diverse group of clients. Other previous experience includes having served as Vice President of Human Resources for Revlon Consumer Products Corporation’s International Division, and as, first, Director and later Vice President of Human Resources for Duracell Corporation. Ms. Herrera holds a BS in Business Administration from California State Polytechnic University.

Eric D. Jacobs was named Executive Vice President, Chief Financial and Administrative Officer in 2013. He served as Senior Vice President and Chief Administrative Officer since January 2009 and has also served as Chief Financial Officer and Treasurer since March 2009. From January 2004 through January 2009 Mr. Jacobs served as our Senior Vice President, General Counsel and Secretary. From August 2006 through January 2009 Mr. Jacobs also served as President of Dealertrack Canada, Inc., our Canadian subsidiary, formerly known as dealerAccess Canada, Inc. From April 2002 to December 2003, Mr. Jacobs served as our Vice President, General Counsel and Secretary. Mr. Jacobs was an associate at the international law firm of O’Melveny & Myers LLP where he specialized in general corporate and securities law from August 1998 to April 2002. Prior to becoming an attorney, Mr. Jacobs was an audit manager and CPA at KPMG LLP. Mr. Jacobs holds a BS in Business Administration with a major in Accounting, magna cum laude, from Rider University and a JD, with honors, from the Rutgers School of Law-Newark.

Richard McLeer has served as our Executive Vice President, Technology and Service Solutions and Chief Information Officer since January 2013. Mr. McLeer served as Senior Vice President and Chief Information Officer from January 2009 to January 2013. From August 2006 through January 2009, Mr. McLeer served as Senior Vice President, Strategy & Development. From April 2005 to August 2006, Mr. McLeer served as Vice President, Credit and Contract Solutions for Dealertrack, Inc., and served as our National Lender Development Manager from February 2001 to April 2005. From 1996 to 2001, Mr. McLeer was Senior Vice President and National Product Director for the Bank of America Auto Group, and previously held a variety of marketing, sales and business development positions at Bank of America. Prior to that, Mr. McLeer worked at Trans Union Corporation from 1993 to 1996. Other previous experience includes two years serving as controller of Ellesse, U.S.A., a division of Reebok, and four years in public accounting. Mr. McLeer holds a BS in Accounting from Hofstra University.

Rajesh (Raj) Sundaram has served as our Executive Vice President, Dealer Solutions, Sales and Marketing since January 2013. Mr. Sundaram served as Senior Vice President, Solutions and Services Group, from January 2009 to January 2013. From August 2006 through January 2009, Mr. Sundaram served as Senior Vice President, Dealer Solutions. Mr. Sundaram served as President of Automotive Lease Guide (alg), Inc. and President of Automotive Lease Guide (alg), LLC, from 2002 until its acquisition by us in May 2005, and continued to hold those positions from May 2005 to August 2006. Prior to joining ALG as Vice President and General Manager in 1999, Mr. Sundaram served as Senior Manager, Strategic Planning and Pricing at Nissan North America, Inc. from 1997 to 1999, and held various positions in financial planning including Finance Manager, Infiniti division at Nissan North America, Inc. from 1994 to 1997. Mr. Sundaram previously held roles in the controller’s office of the Ford division of Ford Motor Company from 1991 to 1994. Mr. Sundaram holds a BS and MS in Accounting from the University of Mumbai in India and an MBA in Finance from Lehigh University.

Rick G. Von Pusch has served as our Senior Vice President, Sales since January 2013. Mr. Von Pusch served as Senior Vice President, Sales, Marketing and International, from January 2009 to January 2013. Mr. Von Pusch served as Senior Vice President, Customer Development from August 2006 through January 2009. From April 2006 to August 2006, Mr. Von Pusch served as President of Sales and Marketing at 5Square Systems, a provider of CRM, desking and menu products. Mr. Von Pusch served as Vice President of U.S. Retail Sales at Reynolds and Reynolds Corporation from April 2005 to October 2005, Area Vice President from October 2001 to April 2005 and held various positions in sales and sales management at Reynolds and Reynolds from 1988 to 2001. Mr. Von Pusch also was a sales representative for NCR Corporation from 1985 to 1987. Mr. Von Pusch holds a BA in Management Information Systems from the University of South Florida.

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COMPENSATION DISCUSSION AND ANALYSIS

In this section, we discuss and analyze the compensation paid to each of our Named Executive Officers in 2013. Throughout this Proxy Statement, references to our Named Executive Officers refer to:

• Mark F. O’Neil		Chairman, President and Chief Executive Officer
• Eric D. Jacobs		Executive Vice President, Chief Financial and Administrative Officer
• Mark Furcolo		Executive Vice President and Group President, Lender Solutions
• Raj Sundaram		Executive Vice President and Group President, Dealer Solutions
• Richard McLeer		Executive Vice President, Technology and Service Solutions, and Chief Information Officer

The Executive Summary that follows provides an overview of our performance and its relationship with our compensation decisions and practices. Following the Executive Summary, we will review each element of compensation. The Compensation Discussion and Analysis should be read together with the information in the Summary Compensation Table and other executive compensation tables below.

Executive Summary

Company Performance

Following is a summary of significant financial and strategic achievements in 2013:

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Share Performance

The following graph compares the cumulative five-year total return of holders of Dealertrack Technologies, Inc. common stock with the cumulative total returns of the NASDAQ Composite Index, the NASDAQ Internet Index, and the NASDAQ Software Index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with reinvestment of all dividends, if any) on December 31, 2008 with relative performance tracked through December 31, 2013.

Notwithstanding anything to the contrary set forth in our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, which might incorporate future filings made by us under those statutes, the following graph will not be deemed incorporated by reference into any future filings made by us under those statutes.

Objectives of Our Executive Compensation Program

Our compensation program for our executives is designed to achieve the following objectives:

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Key Governance Features of Our Executive Compensation Program

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Impact of 2013 “Say on Pay” Vote

At our 2013 annual meeting, more than 98.9% of the votes cast on the “2013 say-on-pay vote” voted in favor of the compensation of our executive officers. The Compensation Committee considered the results from that vote and the overwhelming support expressed by stockholders on our approach to compensation and decided not to make any material changes to our executive compensation program in 2013. In the future, we will continue to consider the outcome of our say-on-pay votes and other shareholder feedback when making compensation decisions regarding the Named Executive Officers.

Determination of Compensation

Role of Compensation Committee in Compensation Decisions

The Compensation Committee of our board of directors makes all compensation decisions regarding senior management, which includes our Named Executive Officers and other senior officers of the company reporting directly to our Chief Executive Officer. Each member of the Compensation Committee is an independent, non-employee director. As described below, the Compensation Committee considers the Chief Executive Officer’s recommendations in determining the compensation of the other Named Executive Officers. The Compensation Committee’s decisions regarding the compensation of our Named Executive Officers are made outside the presence of the applicable officer. The Compensation Committee is responsible for approving our executive compensation program and general compensation policies, all new or materially amended broad-based compensation plans, and the performance measures used in our executive compensation programs. The Compensation Committee also reviews the long-term incentive program, the deferred compensation program and the payments that would be required to be paid to the Named Executive Officers under various termination and change in control scenarios.

Role of Executive Officers in Compensation Decisions

On an annual basis, in concert with our Chief Executive Officer, our Named Executive Officers engage in a process whereby they participate in setting corporate goals, recommending goals for their respective business or function, and recommending their individual performance goals for the year to come. These goals are then presented to the Compensation Committee or our board of directors for their consideration and approval. Following the completion of our fiscal year, our Named Executive Officers formally assess the extent to which each Named Executive Officer believes his individual goals were met. Our Chief Executive Officer reviews and discusses these self-assessments with each of our Named Executive Officers and makes recommendations to the Compensation Committee concerning compensation of the Named Executive Officers other than himself. The Compensation Committee takes these recommendations into account in determining base salaries, cash incentive awards and equity-based awards for our Named Executive Officers. Our Human Resources officer also works with the Compensation Committee and its independent compensation consultant, F.W. Cook (as further described below), to ensure that the Compensation Committee is provided with appropriate information upon which to base its decisions.

Role of Independent Compensation Consultant in Compensation Decisions

The Compensation Committee engaged F.W. Cook, an independent executive compensation consulting firm, to advise the Compensation Committee on matters related to Chief Executive Officer and other executive compensation with respect to 2013. As advisor to the Compensation Committee, F.W. Cook reviews the total compensation strategy and pay levels for the Named Executive Officers, informs the Compensation Committee of developing legal and regulatory considerations affecting executive compensation and benefit programs as well as compensation trends and best practices, and provides general advice to the Compensation Committee with respect to all compensation decisions pertaining to the Named Executive Officers. F.W. Cook also provides input on non-employee director compensation, proposed meeting agendas and presentation materials submitted by management to the Compensation Committee.

To safeguard the independence of F.W. Cook, the Compensation Committee retains the consultant and has the sole authority to terminate its engagement. The Compensation Committee determines the terms and conditions of the consultant’s engagement, including the fees charged. F.W. Cook reports directly to the Compensation Committee and provides no services to the company or management. The Compensation Committee has assessed the independence of F.W. Cook pursuant to SEC and NASDAQ rules and concluded that no conflict of interest exists with respect to its services to the Compensation Committee.

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Benchmarking Against Peer Companies

Our selection criteria for peer companies generally require companies with similar revenues or market capitalization to be in our peer group because we believe that the complexity of executives’ roles tends to correspond with the size of the company. Certain peer companies that fall outside the revenue/market capitalization range may still be included in the peer group if they are very similar to us in terms of business model, industry or scope of operations.

On behalf of the Compensation Committee of the company, F.W. Cook reviewed the company’s executive compensation peer group that was used for 2012 compensation decisions to determine if any changes were necessary. The peer group for 2013 was updated to exclude Blackboard, Radiant Systems and S1 Corporation due to M&A activity. We believe the current 13-company peer group remains reasonable from both size and business perspectives (e.g. the Company’s average percentile rank across all size metrics (Revenue, EBITDA, Net Income, Market Capitalization, and Employees) approximates the median at 53%). Despite the comfort level with the current peer group, other companies were reviewed for potential inclusion based on both (1) the peer group used by certain proxy advisory firms and (2) GICS Industry Classifications. Following this review, F.W. Cook did not recommend any further changes to the peer group for 2013 compensation planning, and the Compensation Committee therefore did not approve any changes. Set forth below is the peer group used for 2013 compensation planning:

ACI Worldwide		Fair Isaac		Tyler Technologies
Blackbaud		JDA Software Group		Websense
Bottomline Technologies		Liquidity Services		Wright Express
CSG Systems International		Synchronoss Technologies
Digital River		TNS

Annually, the Compensation Committee reviews each Named Executive Officer’s base salary, incentive bonus and equity incentive awards with the guidance of the Compensation Committee’s independent consultant. While we generally aim to set each Named Executive Officer’s target total direct compensation at approximately the median of the levels paid to similarly situated executives in our peer group (with lower positioning of target cash compensation offset by higher positioning of long-term incentive grants), such data is intended to serve as one of several reference points to assist the Compensation Committee in its discussions and deliberation. The Compensation Committee reserves flexibility to vary from this positioning based on a variety of factors including prior year compensation targets, the Named Executive Officer’s overall performance, changes in roles or responsibilities, and prior year short- and long-term incentive payments.

In making compensation decisions, the Compensation Committee considers all elements of executive compensation, including forms of indirect compensation, such as severance and change in control provisions. The Compensation Committee uses peer group information to ensure that the compensation program for our Named Executive Officers is competitive in our industry and the areas in which we compete for talent, and reflects the scope and responsibilities of each executive’s role.

Description and Analysis of Our 2013 Compensation Decisions

This section describes the components of our executive compensation program, the way in which the Compensation Committee makes decisions about each component, the philosophy behind each component, and the way these decisions and philosophies were applied to each Named Executive Officer.

Base Salary

The Compensation Committee believes that payment of competitive base salaries is an important element in attracting, retaining and motivating our executive officers. The Compensation Committee also believes that having a certain level of fixed compensation allows our executive officers to dedicate their full-time business attention to our company. Each executive officer’s base salary is designed to provide the executive with a fixed amount of annual compensation that is competitive within the marketplace. The annual base salary for each Named Executive Officer is the primary form of fixed compensation. Base salaries represent 18% of total target direct compensation opportunity for the Chief Executive Officer and 22%, on average, of the target total direct compensation opportunity for the other Named Executive Officers.

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In setting base salaries and determining merit increases for our Named Executive Officers, the Compensation Committee takes into account a variety of factors, including:

Our Compensation Committee reviews base salary levels annually, but only makes adjustments based on performance, market trends and surveys of peer group compensation levels. Base salary may be adjusted during the year if a change in the scope of the executive officer’s responsibilities justifies such consideration.

After taking into consideration the factors listed above, the Compensation Committee, based on the Chief Executive Officer’s recommendation for Named Executive Officers other than himself, granted the Named Executive Officers salary increases on average of 5.31%.

Annual Incentive Bonus Plan

Annual incentive bonuses are paid to reward achievement of critical shorter term operating, financial, strategic, and individual performance objectives that are expected to contribute to stockholder value creation over time.

The Compensation Committee believes variable incentive pay should be a significant portion of each Named Executive Officer’s annual target cash compensation. The annual incentive bonus targets are established for the Named Executive Officers each year. In 2013, the Named Executive Officers’ target bonuses ranged from 60% to 100% of their respective base salaries, and their maximum bonuses ranged from 170% to 210% of their respective target bonuses.

The Annual Incentive Bonus Plan pool is determined based on the Company’s achievement of (a) a free cash flow target and (b) a total company revenue target for the year, as described below, which determines the percentage of target for funding the pool. The free cash flow and total company revenue goals are weighted equally in this determination. This approach is intended to balance the named executives’ focus on growth in both revenues and earnings as measured by free cash flow. Our Compensation Committee may then modify this result based on overall company performance. Each Named Executive Officer’s bonus award is calculated by multiplying the officer’s annual base salary by the officer’s target award percentage, and then multiplying that product by the pool percentage determined by the Compensation Committee as described above. A Named Executive Officer’s bonus may be further modified based upon individual performance.

The Compensation Committee uses free cash flow as a key metric to review and assess the company’s operating performance and the management team’s performance because it provides useful information with respect to the performance of the Company’s fundamental business activities, and is frequently used by equity research analysts and others in evaluating the company. Free cash flow is calculated as adjusted EBITDA less capital expenditures. Adjusted EBITDA is defined in our quarterly and annual financial filings with the SEC. Our free cash flow target for 2013 for purposes of calculating named executive compensation was $66.5 million. This target represents an approximate 15% increase over the free cash flow target that was established under our 2012 annual incentive bonus plan. The company was required to achieve a threshold of at least 80% of this target in order for our executive officers to be eligible to receive any credit toward their annual incentive bonuses from free cash flow.

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The free cash flow bonus pool contribution, which constituted 50% of the total bonus pool contribution, was determined as follows:

2013 Company Free Cash Flow		Free Cash Flow Bonus Pool Contribution
Less than $53.2 million		None
$53.2 million		25%
Between $53.2 million and $66.5 million		Straight line interpolation between 25% and 100% of the target pool contribution
$66.5 million		100% of the target bonus pool contribution
Between $66.5 million and $76.5 million		Straight line interpolation between 100% and each employee’s maximum bonus as a % of their target bonus
Over $76.5 million (maximum)		Each employee’s maximum bonus as a% of their target bonus

The Compensation Committee uses total revenue as the other key metric to review and assess the Company’s operating performance and the management team’s performance because our total revenue reflects the extent to which we have been able to grow our businesses and increase our presence in the markets we serve. Our total revenue target for 2013 for purposes of calculating named executive compensation was $470.5 million. This target represents an approximate 20% increase over the total revenue target that was established under our 2012 annual incentive bonus plan. The company was required to achieve a threshold of at least 90% of this target in order for our executive officers to be eligible to receive any credit toward their annual incentive bonuses from total revenue.

The total revenue bonus pool contribution, which constituted the other 50% of the bonus pool contribution, was determined as follows:

2013 Total Company Revenue		Total Company Revenue Bonus Pool Contribution
Less than $423.5 million		None
$423.5 million		25%
Between $423.5 million and $470.5 million		Straight line interpolation between 25% and 100% of the target pool contribution
$470.5 million		100% of the target bonus pool contribution
Between $470.5 million and $505.8 million		Straight line interpolation between 100% and each employee’s maximum bonus as a % of their target bonus
Over $505.8 million (maximum)		Each employee’s maximum bonus as a % of their target bonus

For fiscal 2013, our total revenue was $481.5 million and our free cash flow was $86.4 million. After our total revenue and free cash flow results are determined, our Compensation Committee has the ability to modify the bonus awarded to each executive officer depending on its assessment of performance. In making this assessment for executive officers other than the Chief Executive Officer, the Compensation Committee also considers input from our Chief Executive Officer. Based on our total revenue and free cash flow results set forth above as well as the Compensation Committee’s assessment of each executive’s performance, the Compensation Committee awarded each Named Executive Officer, including our Chief Executive Officer, a bonus award in the range of 118% to 136% of his respective target for 2013.

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Equity Incentive Awards

In order to align the executive officers’ interests with our stockholders, each executive officer receives an equity incentive award. The following factors were considered in determining the level of equity incentive awards provided to the executive officers in 2013:

For 2013, approximately one-third of the Named Executive Officers’ grant date equity incentive award value was granted in the form of restricted stock units, approximately one-third in the form of performance-based stock options and approximately one-third in the form of performance-based stock units.

The first two-thirds of the equity grants also serve as a retention tool because they vest and are earned through service with the company over a three- or four-year period. The stock options have a seven-year life. We believe these equity grants further the long-term perspective necessary for continued success of the business. The split between award types balances the objectives of retention (restricted stock units, stock options and performance share units), stock price appreciation (stock options, which only have value to the extent that the stock price appreciates from the date of grant) and performance (performance units and stock options).

The Compensation Committee typically approves the Company’s equity grants at its first regularly scheduled meeting of a given fiscal year. Option grants to new hires are generally approved at the first regularly scheduled Compensation Committee meeting that follows the date of hire. In 2010, the Compensation Committee adopted an equity grant policy still in effect, under which equity grants are granted on the fifth business day each quarter after earnings are released.

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Long Term Incentive Program

In February 2010, the Compensation Committee added performance-based stock units as a component of our Named Executive Officers’ annual equity grants. The performance stock units granted to the Named Executive Officers vest only upon the achievement of certain corporate objectives, described below. These grants will vest fully only to the extent that during the applicable measurement period we achieve our Revenue performance goals and Total Shareholder Return goals set forth below. Additionally, each executive officer must remain continuously employed with the company through February 28 of the year following the three year measurement period to qualify to receive an award. The Committee selected Total Shareholder Return as a performance metric, in order to tie the compensation of our executive officers to the interests of our stockholders and ensure that the relative performance is part of our executive compensation program. In 2013, the board of directors and executive committee discussed other measures of high-growth SaaS companies and determined that Revenue is a key measure of high-growth companies, as it is an important measure of profitability, leading to an overall decision to change one of the performance stock unit metrics from Adjusted Net Income to Revenue. While revenue is also used as one of the performance metrics under our annual incentive bonus plan, the payout will only occur if the Named Executive Officer remains employed with the company over the three year performance period thus focusing contributions from a long-term perspective. The following table summarizes the overall design and mix of our performance stock units granted in 2013:

Form of Award		Percentage of Total Target Performance Stock Unit Award Value		Purpose		Performance Measured		Earned and Vesting Periods
Revenue Performance Award		50%		• Encourages retention		Revenue		Earned at end of one-year performance period based on revenue; once earned, vests 100% on February 28, 2016.
				• Ties executive compensation to revenue performance
TSR Performance Award		50%		• Encourages retention		TSR		Earned and vest after three-year performance period based on TSR on February 28, 2016.
				• Ties executive compensation to our long-term market performance

50% of the performance stock units (the “Revenue Units”) relate to the performance of the company with respect to Revenue, and will be eligible for vesting only to the extent the relevant Revenue goals are met. Revenue is calculated in the same manner as for purposes of our financial statements.

The number of actual Revenue Units that will be eligible to be paid to the executive (the “Revenue Payout”), if any, will be determined as follows:

2013 Company Revenue		Actual Revenue Payout
Below $421,800,000		None
$421,800,000		25% of the Target Revenue Award
Between $421,800,000 and $468,700,000		Straight line interpolation between 25% and 100% of the Target Revenue Award
$468,700,000		100% of the Target Revenue Award
Between $468,700,000 and $503,900,000		Straight line interpolation between 100% and 150% of the Target Revenue Award
$503,900,000 or greater		150% of the Target Revenue Award

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Based on the company’s Revenue for fiscal year 2013 of $481.5 million, the Actual Revenue Payout will be 118% of the target payout and will become payable subject to the satisfaction of the time-based vesting restrictions that apply through February 28, 2016.

The other 50% of the performance stock units (the “TSR Units”) will be eligible for vesting only to the extent the company meets its relevant total shareholder return (TSR) targets during the period from 2013 through 2015. The number of actual TSR Units that will be eligible to be paid to the executive (the “Actual TSR Payout”), if any, is determined based on the company’s TSR for the three year period ending December 31, 2015 (the “TSR Performance Period”) compared with the TSR of the individual companies that comprise the NASDAQ US Benchmark Software Index. However, if the company achieves a negative absolute total shareholder return over the TSR Performance Period, the maximum percentage of each executive’s TSR Units eligible to become vested and payable is in all events capped at 100%, in recognition that in such event, while the company’s total shareholder return may have exceeded that of the comparative peers, shareholders have not realized a positive total shareholder return on an absolute basis for this period.

The Actual TSR Payout will be determined as follows:

Total Shareholder Return During the TSR Performance Period (2013 to 2015)		Actual TSR Payout
Below 25th percentile		0%
25th percentile		25% of Target TSR Award
Between 25th and 50th percentile		Straight line interpolation between 25% and 100% of Target TSR Award
50th percentile		100% of Target TSR Award
Between 50th and 75th percentile		Straight line interpolation between 100% and 150% of Target TSR Award
75th percentile or greater		150% of Target TSR Award

Stock Ownership Requirements

The Compensation Committee maintains stock ownership requirements for members of the senior management team, including all vice presidents and executive officers. In 2013 the Compensation Committee made a change to our share ownership requirements. Our Chief Executive Officer is required to hold shares with a value equal to six times his base salary. The other Named Executive Officers are required to hold shares with a value equal to two and a half times their respective base salaries. Vice Presidents and other executive officers are required to hold shares equal to the lesser of (a) a multiple of their respective base salaries and (b) a fixed number of shares.

Each executive officer is expected to attain the ownership target within five years from the date he or she became subject to the guidelines. Stock options are not included in determining compliance with this share ownership requirement. Performance stock units are not included except for any portion which may have been earned based on achievement of the applicable performance conditions, but which remain subject to additional time-based vesting requirements. Shares subject to restricted stock units are included in determining compliance with this share ownership requirement. Named Executive Officers are expected to retain 50% of the net after-tax shares acquired through the exercise of stock options or vesting of restricted stock units until they achieve their minimum share ownership positions. Shares acquired through the company’s Employee Stock Purchase Plan are credited toward the stock ownership requirement. The Compensation Committee annually reviews compliance with the stock ownership requirements. As of the end of 2013, the CEO and two Named Executive Officers are in compliance. Two Named Executive Officers had not attained the required ownership levels at the end of 2013, however, these executives were within the grace period and still have a period of time remaining before they are required to meet their ownership targets.

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Perquisites

We believe that cash and equity compensation are key components in attracting and retaining management talent and generally do not provide any perquisites other than relocation expenses. The Company believes that providing relocation benefits is consistent with market practices. For the 2013 fiscal year, no relocation expenses were paid on behalf of our Named Executive Officers.

Other Benefits

Generally Available Benefits

We provide the following benefits to our Named Executive Officers generally on the same basis as the benefits provided to all employees:

Executive Compensation Deferral Program

Our Named Executive Officers are entitled to participate in our Executive Deferred Compensation Plan. We believe that, because the Company does not offer a defined benefit pension plan, such a deferred compensation arrangement should be included as a component of a market-competitive compensation program to assist participants in planning and saving for their retirement. The plan is also structured to provide an additional alignment between the interests of our executives and stockholders, as deferrals are denominated in stock units having a value equal to the value of the underlying shares of common stock. The plan allows the Named Executive Officers to defer bonus compensation by investing it in deferred stock units based on the fair market value of the common stock on the date the bonuses would otherwise be paid. This plan provides a tax effective means of allowing the executive officers to invest in the stock and fulfills the objective of encouraging equity ownership. None of our Named Executive Officers deferred any portion of their 2013 bonuses.

Severance Benefits

The company has entered into employment agreements with each of the Named Executive Officers that provide for severance equal to twelve months of base salary in the event of termination without cause or resignation for good reason, payable on the sixtieth day following the severance date. However, in the event that the executive’s termination of employment is within twelve months of a change in control, the severance amount is increased to twenty-four months of base salary.

The company’s employment agreements provide for limited accelerated vesting of equity grants (other than performance-based stock units) in the event of a termination of employment by the company without cause or by the Named Executive Officer for good reason. In return, each executive agrees not to compete or solicit the company’s employees for one year from the date of termination.

The employment agreements also provide change in control protections for the Named Executive Officers’ equity grants. In the event we undergo a change of control, the employment agreements provide for 36 months of accelerated vesting for time-based stock options and restricted stock unit grants, and full vesting of such grants in the event of termination within twelve months of the change of control. The performance-based stock unit grants provide for full acceleration upon a change in control. We believe that it is important to provide for accelerated vesting because equity grants provide such a high proportion of the total compensation. Very often, members of senior management lose their jobs in connection with a change of control. By agreeing up front to protect the Named Executive Officers from losing their equity in the event of a change in control, we believe we can reinforce and encourage the continued attention and dedication of the executive officers to their assigned duties without distraction in the face of an actual or threatened change of control.

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The employment agreements entered into by the company with its Named Executive Officers prior to 2010, which include agreements for Messrs. O’Neil, Jacobs, McLeer, and Sundaram, provide for a tax gross-up payment to the Named Executive Officers in the event they become subject to the 20% golden parachute excise tax. In 2010, the Compensation Committee approved a change for all future executives providing that such executives would not receive this tax gross-up payment.

Please see page 56 for more information regarding the material terms of the Named Executive Officers’ employment agreements.

Clawback Policies; Recoupment of Incentive Compensation

In 2013, the Compensation Committee approved the implementation of a clawback policy for Named Executive Officers and other executive officers. The policy states that any incentive compensation or award received by a covered executive for performance periods beginning with calendar year 2014 is subject to recoupment as determined by the Compensation Committee in the event of a material restatement of our financial results. The provisions of the clawback policy are in addition to (and not in lieu of) any similar provisions of applicable law which could in certain circumstances require repayment or forfeiture of any compensation or awards received by a covered executive from the Company.

Tax Considerations

Policy on Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to their chief executive officers and certain of their other most highly compensated executive officers unless certain tests are met. The Compensation Committee’s general intent is to design and administer our executive compensation programs to preserve the deductibility of compensation payments to Named Executive Officers. However, our goal of preserving the deductibility of compensation is secondary in importance to achievement of the company’s compensation objectives. We believe that the potential increased tax liability is of insufficient magnitude to warrant alteration of our current executive compensation programs, which we believe are achieving our desired compensation objectives while retaining our flexibility to exercise judgment in assessing our Named Executive Officers’ performances.

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COMPENSATION COMMITTEE REPORT

This report is submitted by the Compensation Committee of the board of directors. The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based on its review and discussion with management, the Compensation Committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the Securities and Exchange Commission.

No portion of this Compensation Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that the company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be considered soliciting material or deemed filed under either the Securities Act or the Exchange Act.

Respectfully submitted by the Compensation Committee,

Mary Cirillo-Goldberg
James D. Foy
John J. McDonnell, Jr. (chairperson)

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

Name and Principal Position		Fiscal Year				Salary				Bonus				Stock Awards(1)				Option Awards(2)				Non-Equity Incentive Plan Compensation(3)				All Other Compensation(4)				Total
Mark F. O’Neil Chairman, President and Chief Executive Officer			2013			$	591,667			$	0			$	1,280,067			$	629,494			$	700,000			$	8,919			$	3,210,147
			2012			$	545,350			$	0			$	1,270,222			$	655,910			$	420,750			$	8,186			$	2,900,418
			2011			$	522,100			$	0			$	1,182,282			$	597,592			$	907,540			$	8,889			$	3,218,403
Eric D. Jacobs Executive Vice President, Chief Financial and Administrative Officer			2013			$	322,250			$	0			$	599,998			$	299,996			$	275,000			$	9,122			$	1,506,366
			2012			$	307,083			$	0			$	538,207			$	272,563			$	166,590			$	8,199			$	1,292,642
			2011			$	300,000			$	0			$	540,288			$	273,208			$	310,050			$	9,364			$	1,432,910
Raj Sundaram Executive Vice President, Dealer Solutions, Sales and Marketing,			2013			$	322,500			$	0			$	666,671			$	333,331			$	285,000			$	9,122			$	1,616,624
			2012			$	308,333			$	0			$	605,412			$	306,633			$	158,100			$	8,199			$	1,386,677
			2011			$	300,000			$	0			$	540,288			$	273,208			$	317,700			$	7,094			$	1,438,290
Richard McLeer Executive Vice President, Chief Information Officer and Services			2013			$	315,000			$	0			$	599,998			$	299,996			$	240,000			$	7,527			$	1,462,521
			2012			$	295,833			$	0			$	538,207			$	272,563			$	151,800			$	4,920			$	1,263,323
			2011			$	260,417			$	0			$	405,618			$	204,230			$	246,538			$	5,746			$	1,122,549
Mark Furcolo Executive Vice President and Group President, Lender Solutions			2013			$	265,167			$	0			$	433,315			$	216,668			$	200,000			$	8,658			$	1.123,808
			2012			$	263,904			$	0			$	268,820			$	136,281			$	140,679			$	7,415			$	817,099
			2011			$	249,918			$	0			$	121,123			$	50,221			$	175,000			$	13,872			$	610,134

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ALL OTHER COMPENSATION TABLE

Executive		401(k) Match/ Contribution(1)				Total
Mark F. O’Neil		$	8,919			$	8,919
Eric D. Jacobs		$	9,122			$	9,122
Raj Sundaram		$	9,122			$	9,122
Richard McLeer		$	7,527			$	7,527
Mark Furcolo		$	8,658			$	8,658

Please see the discussions under “Components of Executive Compensation for 2013,” above, and “Employment Agreements with Named Executive Officers,” below, for a discussion of the material factors necessary to an understanding of the information disclosed in this table.

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GRANTS OF PLAN-BASED AWARDS IN 2013

The following table provides information about equity and non-equity awards granted to the Named Executive Officers in 2013:

Name		Award Description				Grant Date				Estimated Future Payouts Under Non-Equity Incentive Plan Awards												Estimated Future Payouts Under Equity Incentive Plan Awards												All Other Stock Awards: Number of Shares of Stock or Units (#)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards(5) ($)				Grant Date Fair Value Stock and Option Awards ($)
										Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)
Mark F. O’Neil			Cash Incentive Bonus(1)							$	443,922			$	591,896			$	1,242,981				—				—				—				—				—				—				—
			Performance- based Stock Units(2)				3/4/13				—				—				—				5,767				23,067				34,601				—				—				—			$	683,353
			Stock Options(3)				3/4/13				—				—				—				58,464				58,464				58,464				—				—			$	28.87			$	629,494
			Restricted Stock Units(4)				3/4/13				—				—				—				—				—				—				20,669				—				—			$	596,714
Eric D. Jacobs			Cash Incentive Bonus(1)							$	157,134			$	209,512			$	387,596				—				—				—								—				—				—
			Performance- based Stock Units(2)				3/4/13				—				—				—				2,532				10,127				15,191								—				—			$	300,010
			Stock Options(3)				3/4/13				—				—				—				27,862				27,862				27,862								—			$	28.87			$	299,996
			Restricted Stock Units(4)				3/4/13				—				—				—				—				—				—				10,391				—				—			$	333,333
Raj Sundaram			Cash Incentive Bonus(1)							$	157,252			$	209,670			$	387,889				—				—				—								—				—				—
			Performance- based Stock Units(2)				3/4/13				—				—				—				2,813				11,252				16,878								—				—			$	333,338
			Stock Options(3)				3/4/13				—				—				—				30,958				30,958				30,958								—			$	28.87			$	333,331
			Restricted Stock Units(4)				3/4/13				—				—				—				—				—				—				11,546				—				—			$	299,988
Richard McLeer			Cash Incentive Bonus(1)							$	141,787			$	189,049			$	321,384				—				—				—								—				—				—
			Performance- based Stock Units(2)				3/4/13				—				—				—				2,532				10,127				15,191								—				—			$	300,010
			Stock Options(3)				3/4/13				—				—				—				27,862				27,862				27,862								—			$	28.87			$	299,996
			Restricted Stock Units(4)				3/4/13				—				—				—				—				—				—				10,391				—				—			$	299,988
Mark Furcolo			Cash Incentive Bonus(1)							$	124,614			$	166,152			$	282,459				—				—				—								—				—				—
			Performance- based Stock Units(2)				3/4/13				—				—				—				1,828				7,313				10,970								—				—			$	216,646
			Stock Options(3)				3/4/13				—				—				—				20,123				20,123				20,123								—			$	28.87			$	216,668
			Restricted Stock Units(4)				3/4/13				—				—				—				—				—				—				7,505				—				—			$	216,669

TABLE OF CONTENTS

Please see the discussions under “Components of Executive Compensation for 2013”, above, and “Employment Agreements with Named Executive Officers”, below, for a discussion of the material factors necessary to an understanding of the information disclosed in this table.

TABLE OF CONTENTS

OUTSTANDING EQUITY AWARDS AT 2013 FISCAL YEAR END

The following table provides information on the current holdings of equity awards by the Named Executive Officers. This table includes unexercised and unvested option awards, unvested restricted stock units, and restricted common stock or units with performance conditions that have not yet been satisfied. Each equity grant is shown separately for each Named Executive Officer. The vesting schedule for each grant is shown following this table, based on the award grant date.

																						Stock Awards
		Option Award																				Grant Date				Number of Shares or Units of Stock That Have Not Vested(1) (#)				Market Value of Shares or Units of Stock That Have Not Vested(2) ($)				Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of Rights That Have Not Vested(4) ($)
						Number of Securities Underlying Unexercised Options								Option Exercise Price ($)				Option Expiration Date
Name		Grant Date				Exercisable (#)				Unexercisable (#)
Mark F. O’Neil			5/3/2004				720							$	2.80				5/3/2014				3/2/2010				13,086			$	629,175
			8/18/2004				76,640							$	2.80				8/18/2014				2/24/2011				14,704			$	706,968
			5/26/2005				125,000							$	12.92				5/26/2015				2/28/2012				15,855			$	762,308
			1/27/2006				90,000							$	20.68				1/26/2016				3/4/2013				20,669			$	993,766
			2/6/2007				40,000							$	28.73				2/5/2017				2/24/2011												40,439			$	1,944,307
			8/8/2007				10,000							$	38.98				8/7/2014				2/28/2012												32,752			$	1,574,716
			1/24/2008				100,000							$	24.50				1/23/2015				3/4/2013												34,601			$	1,663,616
			1/27/2009				180,000							$	11.76				1/26/2016
			3/2/2010				113,100				7,540			$	15.13				3/1/2017
			2/24/2011				53,274				21,926			$	19.65				2/23/2018
			2/28/2012				27,008				31,902			$	27.99				2/27/2019
			3/4/2013								58,464			$	28.87				3/3/2020
Eric D. Jacobs			8/18/2004				10,000							$	2.80				8/18/2014				3/2/2010				4,460			$	214,437
			5/26/2005				50,000							$	12.92				5/26/2015				2/24/2011				6,720			$	323,098
			1/27/2006				20,000							$	20.68				1/26/2016				2/28/2012				7,147			$	343,628
			2/6/2007				9,000							$	28.73				2/5/2017				3/4/2013				10,391			$	499,599
			8/8/2007				5,000							$	38.98				8/7/2014				2/24/2011												18,480			$	888,518
			1/24/2008				45,000							$	24.50				1/23/2015				2/28/2012												13,104			$	630,040
			1/27/2009				25,000							$	11.76				1/26/2016				3/4/2013												15,191			$	730,383
			3/2/2010				34,275				2,285			$	15.13				3/1/2017
			2/24/2011				24,369				10,011			$	19.65				2/23/2018
			2/28/2012				11,220				13,260			$	27.99				2/27/2019
			3/4/2013								27,862			$	28.87				3/3/2020
Raj Sundaram			1/27/2006				10,000							$	20.68				1/26/2016				3/2/2010				4,460			$	214,437
			11/2/2006				20,000							$	25.39				11/2/2016				2/24/2011				6,720			$	323,098
			2/6/2007				9,000							$	28.73				2/5/2017				2/28/2012				8,040			$	386,563
			8/8/2007				5,000							$	38.98				8/7/2014				3/4/2013				11,546			$	555,132
			1/24/2008				40,000							$	24.50				1/23/2015				2/24/2011												18,480			$	888,518
			3/2/2010				6,855				2,285			$	15.13				3/1/2017				2/28/2012												14,740			$	708,699
			2/24/2011				23,911				10,011			$	19.65				2/23/2018				3/4/2013												16,878			$	811,484
			2/28/2012				12,625				14,915			$	27.99				2/27/2019
			3/4/2013								30,958			$	28.87				3/3/2020
Richard McLeer			1/27/2006				8,000							$	20.68				1/26/2016				3/2/2010				3,570			$	171,646
			2/6/2007				6,000							$	28.73				2/5/2017				2/24/2011				5,044			$	242,516
			8/8/2007				5,000							$	38.98				8/7/2014				2/28/2012				7,147			$	343,628
			1/24/2008				27,000							$	24.50				1/23/2015				3/4/2013				10,391			$	499,599
			1/27/2009				37,050							$	11.76				1/26/2016				2/24/2011												13,874			$	667,062
			3/2/2010				28,565				1,905			$	15.13				3/1/2017				2/28/2012												13,104			$	630,040
			2/24/2011				18,217				7,483			$	19.65				2/23/2018				3/4/2013												15,191			$	730,383
			2/28/2012				11,220				13,260			$	27.99				2/27/2019
			3/4/2013								27,862			$	28.87				3/3/2020
Mark Furcolo			2/24/2011				4,484				1,836			$	19.65				2/23/2018				2/24/2011				2,544			$	122,316
			2/28/2012				5,610				6,630			$	27.99				2/27/2019				2/28/2012				3,570			$	171,646
			3/4/2013								20,123			$	28.87				3/3/2020				3/4/2013				7,505			$	360,840
																							2/28/2012												6,545			$	314,684
																							3/4/2013												10,970			$	527,438

TABLE OF CONTENTS

Option Vesting Schedule

Because any previously applicable EBITDA vesting condition has been satisfied, the vesting schedule for stock options is 25% of the shares subject to the option vest on the one year anniversary of the date of grant, and  1/36^th of the remaining shares subject to the option vest each month thereafter, such that 100% of the shares subject to the option will be fully vested four years after the date of grant.

TABLE OF CONTENTS

OPTION EXERCISES AND STOCK VESTED IN FISCAL 2013

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized Upon Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized Upon Vesting ($)
Mark F. O’Neil			100,000	(1)		$	3,336,780				45,726	(5)		$	1,422,807
Eric D. Jacobs			40,000	(2)		$	713,306				17,703	(6)		$	552,290
Raj Sundaram			87,869	(3)		$	2,003,136				18,000	(7)		$	561,049
Richard McLeer			19,950	(4)		$	368,265				14,726	(8)		$	458,550
Mark Furcolo			0			$	0				2,923	(9)		$	92,334